Exhibit 10.1


 


FORM
OF EXERCISE PRICE RESET AGREEMENT


 


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”).


 


WHEREAS,
for value received in connection with a private placement offering that closed in August 2020, the Company previously issued the
Holder a Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the Company’s common stock,
par value $0.000001 (“Common Stock”), at an exercise price of $6.75 per share of Common Stock (as adjusted
for the Company’s 1-for-75 reverse stock split effected on December 28, 2020, the “Original Exercise Price”);


 


WHEREAS,
the Company desires to source additional capital for general corporate purposes;


 


WHEREAS,
in order to entice the Holder to exercise its Warrant, the Company desires to reset the Original Exercise Price to $3.00 per share
of Common Stock (the “Reset Exercise Price”);


 


WHEREAS,
the Holder desires to exercise its Warrant in full and pay the Reset Exercise Price for each share of Common Stock; and


 


WHEREAS,
the Company and Holder desire to enter into this Agreement pursuant to the terms as set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and
Holder agree as follows:


 


1.
Reset of Original Exercise Price. Subject to the terms and conditions set forth herein, the Company agrees to reset
the Original Exercise Price to the Reset Exercise Price, effective on and as of the Effective Date. Other than the reset of the
Original Exercise Price or as otherwise set forth herein, the Company and the Holder agree that the terms of the Warrant shall
remain in full force and effect.


 


2.
Exercise of Warrant. In consideration of the Company resetting the Original Exercise Price to the Reset Exercise Price,
the Holder agrees to exercise its Warrant in full for all remaining shares of Common Stock underlying such Warrant on and effective
as of the Effective Date. On the Effective Date, the Holder will deliver a signature page to this Agreement along with a completed
Notice of Exercise, attached hereto as Exhibit A, and a payment to the account designated in the Notice of Exercise equal
to the number of shares of Common Stock to be issued pursuant to the Notice of Exercise multiplied by the Reset Exercise Price.
The Company agrees to instruct its transfer agent to issue such shares of Common Stock to the Holder within two (2) trading days
following the Effective Date. The shares of Common Stock will be issued in certificate form without restrictive legend due to
having been registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the
Registration Statement on Form S-1 (File No. 333-248517) filed by the Company with the Securities and Exchange Commission (the
“Commission”) on September 1, 2020, in the form in which it became effective on September 9, 2020 (the “Registration
Statement”) and the prospectus included in the Registration Statement, as supplemented by the prospectus filed pursuant
to Rule 424(b)(3) of the Securities Act of 1933, as amended (the “Act”) on September 10, 2020.


 


3.
Grant of Additional Warrant. The Company agrees that for every Warrant Share exercised it will grant the Holder an
equivalent number of additional warrants to purchase shares of restricted Common Stock with a term of three (3) years and an exercise
price of $3.00. The new warrant will be delivered within three (3) business days of the Holder’s exercise of its existing
Warrant. The new warrant will be in substantially the same form as the Warrant.


 




    	 



     


    

 


4.
Lock-Up Agreement. In the event the Holder exercises its Warrant for any Warrant Shares, the Holder covenants and agrees
that the Holder will not, and will cause all its affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933,
as amended) or any person in privity with the Holder or any affiliate of the Holder not to, between the date hereof and May 31,
2021, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale
or otherwise dispose of or agree to dispose of, directly or indirectly, any of the Warrant Shares, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act
and the rules and regulations of the Commission promulgated thereunder with respect to any Warrant Shares owned directly by the
Holder (including holding as a custodian) or with respect to which the Purchaser has beneficial ownership within the rules and
regulations of the Commission, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any of the Holder’s Warrant Shares, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock (including the Shares) or other securities,
in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including
any amendments thereto, with respect to the registration of any Warrant Shares, or (iv) publicly disclose the intention to do
any of the foregoing. Notwithstanding the foregoing, if prior to May 31, 2021 the Takeover (defined below) is unsuccessful, this
provision shall be null and void and shall have no further force or effect.


 


5.
Valid Consideration. The Holder agrees that the resetting of the Original Exercise Price to the Reset Exercise Price
is fair and valid consideration for the agreements and covenants set forth in Sections, 2, 3 and 4 of this Agreement.


 


6.
Representations. The Holder and Company represent and warrant to each other that:


 


6.1.
If applicable, it is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant
under such laws, in good standing;


 


6.2.
It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary
action to authorize such execution, delivery and performance;


 


6.3.
Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional
documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;


 


6.4.
Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective
terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights
generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or at law)); and


 


6.5.
The Warrant has not been previously exercised in whole or in part and the Holder is the sole record and beneficial owner of the
Warrant, free and clear of any taxes and liens, security interests, adverse claims or other encumbrances of any character whatsoever,
other than restrictions on resales of the Warrant or other restrictions that may exist under applicable securities laws.


 




    	 



     


    

 


7.
Filing of Preliminary Consent Statement Disclosure. The Company hereby informs the Holder that on February 12, 2021
a Preliminary Consent Statement was filed by Thomas Wetherald and Tobias Welo, holders of approximately 16.7% of the Company’s
outstanding Common Stock. In the event the Securities and Exchange Commission permits Wetherald and Welo to file a Definitive
Consent Statement, Wetherald and Welo will be soliciting written consents of all of the Company’s shareholders to amend
certain provisions of the Company’s Amended and Restated Bylaws, remove the Company’s current members of its Board
of Directors, and elect five (5) new directors to the Company’s Board of Directors (the “Takeover”).
The Company makes no representation as to how this process will conclude and cannot guarantee how the Company’s shareholders
will respond to the Takeover. If the Takeover is successful, the current Board of Directors will be removed and it is likely senior
management will be removed as well, with a likelihood that the Company could be materially and adversely affected, which could
result in a partial or complete loss of your investment. In addition, the Company cannot know what Wetherald and Welo will disclose
to the market, whether such information will be accurate, and the short-term or long-term effect any such disclosures will have
on the Company. The Company does not know the long-term effect the Takeover will have on the Company. The Company urges the Holder
to closely read the Preliminary Consent Solicitation Statement, any further filings made by Wetherald and Welo, and any filings
made by the Company in response. By signing this Agreement, the Holder acknowledges it is aware of the Takeover and agrees to
bear all of the risks associated with an investment in the Company’s securities.


 


8.
Severability. It is the desire and intent of the Company and the Holder that the provisions of this Agreement shall
be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement
is sought. Accordingly, if any particular portion of this Agreement shall be deemed by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and in lieu of such illegal,
invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar in terms as may be
possible and be legal, valid and enforceable.


 


9.
Entire Agreement. This Agreement constitutes the entire agreement of the Company and the Holder with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between
the Company and Holder with respect thereto.


 


10.
Amendments. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in
writing the Company and the Holder.


 


11.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract. Each party hereto shall be entitled to rely on a facsimile
or “PDF” signature of any other party hereunder as if it were an original.


 


12.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive
law of another jurisdiction.


 


13.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and the Holder
and their permitted successors and assigns.


 


[signature
page follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 


	COMPANY:	 
	 	 	 
	By:	 	 
	Name:	Scott
    Mahoney	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	HOLDER:	 
	 	 	 
	By:	 	 
	Name:	 	 


 




    	 



     


    

 


Exhibit
A


Notice
of Exercise


 


NOTICE
OF EXERCISE


 


TO:
Taronis Fuels, Inc.


 


(1)
The undersigned hereby elects to purchase ___________ Warrant Shares of the Company for an exercise price of $3.00 per Warrant
Share, and tenders herewith payment of the exercise price of _________________ in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of lawful money of the United States and shall be made by a wire transfer of immediately available
funds to the following account:


 


Taronis
Fuels, Inc.


[            ]


 


_______________________________________


 


The
Warrant Shares shall be delivered to the following address:


 


__________________________


 


__________________________


 


(3)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.


 


Name
of Investing Entity or Individual: _________________________


 


Signature
of Authorized Signatory of Investing Entity or Individual: ______________________________


 


Name
of Authorized Signatory: _______________________


 


Title
of Authorized Signatory: _________________________________________


 


Date:
_________________, 2021