Exhibit
4.2


 


[Form
of Right Certificate]


 


	Certificate
    No. [R]-	___________
Rights


 


NOT
EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT (AS DEFINED BELOW)), OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.


 


Right
Certificate


 


TARONIS
FUELS, INC.


 


This
certifies that                       ,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Section 382 Rights Agreement dated as of March 3, 2021 as it may be amended
from time to time (the “Rights Agreement”), between TARONIS FUELS, INC., a Delaware corporation (the “Company”),
and NEVADA AGENCY AND TRANSFER COMPANY (the “Rights Agent”), unless the Rights evidenced hereby shall have
been previously redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as
defined in the Rights Agreement) and at or prior to the earlier of (i) the Final Expiration Date (as defined in the Rights Agreement),
(ii) the Redemption Date (as defined in the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement)
on the effective date of the repeal of Section 382 or any successor statute if the Board of the Directors of the Company determines
that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement)
or other Tax Benefits (as defined in the Rights Agreement), (iv) the Close of Business on the first day of a taxable year of the
Company to which the Board of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward, or
(v) the Close of Business on the 364th Day Date (as defined in the Rights Agreement) (the “Expiration Date”),
at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth
(1/1,000th) of a fully paid, nonassessable share of Series A Participating Cumulative Preferred Stock, par value $0.000001 per
share, of the Company (the “Preferred Shares”), at a purchase price per one one-thousandth (1/1,000th) of a
share equal to $25.00 (the “Purchase Price”) payable in cash, upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed.


 


The
Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate,
as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of March 3, 2021. As
provided in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise
of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 






    	 	 	 



    	 



    

 


If
the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable
and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise
or transfer any such Right.


 


This
Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement is
hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available from the Company upon written request.


 


This
Right Certificate, with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling
the holder to purchase a like aggregate number and kind of shares as the Rights evidenced by the Right Certificate or Right Certificates
surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its
option at a redemption price (in cash or shares of Common Stock, par value $0.000001 per share, of the Company or other securities
of the Company deemed by the Board of Directors of the Company to be at least equivalent in value) of $0.0001 per Right (which
amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Distribution
Date and (ii) the Expiration Date.


 


The
Company may, but shall not be required to, issue fractions of Preferred Shares or distribute certificates which evidence fractions
of Preferred Shares upon the exercise of any Right or Rights evidenced hereby, in each case other than fractions constituting
one one-thousandth (1/1,000th) of a share (as such fraction may be adjusted as provided in the Rights Agreement). In lieu of issuing
fractional shares, the Company may elect to make a cash payment as provided in the Rights Agreement for fractions of a share other
than one one-thousandth (1/1,000th) of a share (as such fraction may be adjusted as provided in the Rights Agreement) or any integral
multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement
and the Preferred Shares.


 


No
holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the
Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights
of a stockholder of the Company, including, without limitation, any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice
of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or other
distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in accordance with the provisions of the Rights Agreement.


 


This
Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Rights Agent.


 






    	 	 	 



    	 



    

 


WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal.


 


Dated
as of:


 


	 	TARONIS FUELS, INC.
	 	 	 
	 	By:
    	
	 	Name:	                      
	 	Title:	 


 


	Attest:	 
	 	 
	Name:	 
	Title: