TAX
SHARING AGREEMENT


 


THIS
TAX SHARING AGREEMENT (this “Agreement”), dated as of December 2, 2019, is by and between TARONIS TECHNOLOGIES,
INC. (“Tech”), a Delaware corporation, and TARONIS FUELS, INC. (“Fuels”), Delaware corporation.
Each of Tech and Fuels is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”


 


WHEREAS,
Tech is engaged, directly and indirectly, in the welding supply and gas distribution business and the manufacture and sale of
“MagneGas” and Venturi® Gasification systems used to create synthetic gases (“Fuels Business”)
as well as being engaged, directly and indirectly, in the technology business, generally, including an emphasis on water related
technologies (“Tech Business”);


 


WHEREAS,
the Board of Directors of Tech has determined that it is in the best interests of Tech and its shareholders to separate into two
publicly traded companies (“Separation”):


 


(a)
Tech, which will continue to conduct, directly and through its Subsidiaries, the Tech Business; and


 


(b)
Fuels, which will continue to conduct, directly and through its Subsidiaries the Fuels Business;


 


WHEREAS,
Tech has contributed to Fuels certain assets related to the Fuels Business in exchange for the assumption by Fuels of liabilities
associated with the Fuels Business (the “Contribution”);


 


WHEREAS,
on the Distribution Date and subject to the terms and conditions of this Agreement, Tech will distribute to the Record Holders
(as defined in the Master Distribution Agreement), on a pro rata basis, all the outstanding common shares, par value $0.000001,
of Fuels then owned by Tech (the “Distribution”), and the Board of Directors of Tech has approved such Distribution;


 


WHEREAS,
for U.S. federal income tax purposes, the Separation and the Distribution, taken together, are is intended to qualify as a reorganization
that is described in Sections 368(a)(1)(D) and 355(a) of the Code;


 


WHEREAS,
Tech anticipates receiving an opinion of Anthony L.G., PLLC to the effect that, among other things, the Separation and the Distribution,
taken together, should be tax-free to Fuels, Tech, and the Tech shareholders for U.S. federal income tax purposes under Sections
368(a)(1)(D) and 355(a) and related provisions of the Code;


 


WHEREAS,
prior to consummation of the Separation and the Distribution, Tech will be the common parent corporation of an affiliated group
of corporations within the meaning of Section 1504 of the Code that includes Fuels; and


 


WHEREAS,
the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility
for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (b) set forth
certain covenants and indemnities relating to the preservation of the tax-free status of the Separation and the Distribution.


 


NOW,
THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the Parties hereby agree as follows:


 


Article
I. Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings: “Accounting Firm” means, or any other
nationally recognized accounting firm as mutually agreed by the Parties.


 


“Acting
Party” has the meaning set forth in Section 6.02(b).


 


“Adjustment”
means any change in the Tax liability of a taxpayer, determined issue- by-issue or transaction-by-transaction, as the case may
be.


 




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“Aggregate
Carryback Amount” has the meaning set forth in Section 4.02(c).


 


“Agreement”
has the meaning set forth in the preamble.


 


“Benefited
Party” has the meaning set forth in Section 4.01(b).


 


“Carryback
Amount” has the meaning set forth in Section 4.02(c).


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Controlling
Party” means Tech or any other member of the Tech Group with respect to any Mixed Business Tax Return and Single Business
Tax Return related to the Tech Business, and Fuels or any other member of the Fuels Group with respect to any Single Business
Tax Return related to the Fuels Business.


 


“Counsel”
means Anthony L.G., PLLC.


 


“Disqualifying
Action” means a Tech Disqualifying Action or a Fuels Disqualifying Action.


 


“Distribution”
has the meaning set forth in the preamble.


 


“Distribution
Agreement” means the Master Distribution Agreement, dated as of the date of this Agreement, between the Parties.


 


“Distribution
Date” means the date on which the Distribution occurs.


 


“Due
Date” means (i) with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return
is required to be filed under applicable Law and with respect to a payment of Taxes, the date on which such payment is required
to be made to avoid the incurrence of interest, penalties and/or additions to Tax.


 


“Fifty-Percent
or Greater Interest” has the meaning ascribed to such term by Section 355(d)(4) of the Code.


 


“Final
Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of (i) a final
decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed; (ii) a final
settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable
agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period; (iii) any allowance
of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund
or credit may be recovered by the jurisdiction imposing the Tax; or (iv) any other final resolution, including by reason of the
expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.


 


“Fuels”
has the meaning set forth in the preamble.


 


“Fuels
Allocable Portion” means, with respect to any Tax paid after the Distribution Date or any Adjustments to Tax after the Distribution
Date relating to a Mixed Business Tax Return, the amount of such Tax attributable to Fuels, any Fuels Entity, or the Fuels Business,
as determined taking into account historical practice (including historical methodologies for making corporate allocations), the
Code, Treasury Regulations, and any applicable state, local or foreign law. For purposes of determining the Fuels Allocable Portion
of any Tax related to a Pre-Closing Period or Straddle Period for which no Tax Return has been filed, the amount of the Fuels
Allocable Portion will be determined after subtracting the amount of the Tax (whether positive, or if a loss, negative) attributable
to Fuels, any Fuels Entity, or the Fuels Business as agreed to by the Parties with respect to the portion of the Tax year ending
on December 31, 2019.


 


“Fuels
Business” has the meaning set forth in the preamble and also means (i) the business and operations conducted by Tech and
its Subsidiaries prior to the Distribution comprising what is referred to in the Tech 10-K as the Fuels Business segments; (ii)
any other business (other than the Fuels Business) directly conducted by any member of the Tech Group as of or prior to the Distribution;
and (iii) any business operation or assets that, at the time they were discontinued or sold, were not part of the Fuels Business
as then reported in the Tech 10-K.


 




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“Fuels
Common Shares” means (i) all classes or series of outstanding common shares of Fuels for U.S. federal income tax purposes,
including common shares and all other instruments treated as outstanding equity in Fuels for U.S. federal income tax purposes,
and (ii) all options, warrants and other rights to acquire such stock.


 


“Fuels
Disqualifying Action” means (i) any action (or the failure to take any action) by Fuels or any Fuels Entity (including entering
into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions),
or (ii) any event (or series of events) involving the Fuels Common Shares, any assets of Fuels or any assets of any Fuels Entity
that, in each case, negates the Tax-Free Status of the Transactions in whole or in part, regardless of whether such act or failure
to act (A) is covered by a Post-Distribution Ruling or an Unqualified Tax Opinion, or (B) occurs during or after the Restriction
Period.


 


“Fuels
Entity” means a member of the Fuels Group.


 


“Fuels
Group” has the meaning set forth in the Distribution Agreement.


 


“Fuels
Percentage” means the percentage determined by dividing (i) the average total value of the Fuels Common Shares for the five
business days following the Distribution Date, computed for each day by averaging the intraday high and intraday low trading price
of the Fuels Common Shares and multiplying such amount by the total number of shares of Fuels Common Shares outstanding on such
day, by (ii) the sum of (A) the amount determined in clause (i) and (B) the average total value of the Tech Common Shares for
the five business days following the Distribution Date, computed for each day by averaging the intraday high and intraday low
trading price of the Tech Common Shares and multiplying such amount by the total number of shares of Tech Common Shares outstanding
on such day.


 


“Fuels
Taxes” means, without duplication, (i) any Taxes imposed on Tech (or any of its Subsidiaries) or Fuels (or any of its Subsidiaries)
attributable to a Fuels Disqualifying Action, (ii) the Fuels Percentage of any Taxes imposed on Tech (or any of its Subsidiaries)
or Fuels (or any of its Subsidiaries) attributable to both a Fuels Disqualifying Action and a Tech Disqualifying Action, (iii)
50% of all Transfer Taxes, (iv) the Fuels Allocable Portion of any Taxes in respect of a Mixed Business Tax Return, and (v) any
Taxes in respect of any Single Business Tax Return related to the Fuels Business. For the avoidance of doubt, Fuels Taxes shall
not include any Taxes solely attributable to a Tech Disqualifying Action


 


“Governmental
Authority” means any federal, state, local or foreign government (including any political or other subdivision or judicial,
legislative, executive or administrative branch, agency, commission, authority or other body of any of the foregoing).


 


“Governmental
Order” means any order, writ, judgment, injunction, decree or award entered by or with any Governmental Authority.


 


“Indemnifying
Party” means the Party from which the other Party is entitled to seek indemnification pursuant to the provisions of Article
3.


 


“Indemnified
Party” means the Party which is entitled to seek indemnification from the other Party pursuant to the provisions of Article
3.


 


“Information”
has the meaning set forth in Section 7.01(a).


 


“Information
Request” has the meaning set forth in Section 7.01(a).


 


“Interested
Party” means Tech or Fuels (including any successor and/or assign of any of the foregoing), as the case may be, to the extent
(i) such Person or a member of such Person’s group is not a Controlling Party with respect to a Tax Proceeding and (ii)
such Person or a member of such Person’s group is (A) an Indemnifying Party or (B) an Indemnified Party.


 




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“IRS”
means the U.S. Internal Revenue Service or any successor thereto, including its agents, representatives, and attorneys.


 


“Law”
means any statute, law, ordinance, regulation, rule, code or other requirement of a Governmental Authority or any Governmental
Order.


 


“Mixed
Business Tax Return” means any Tax Return including any consolidated, combined or unitary Tax Return, that relates to at
least one asset or activity that is part of the Tech Business, on the one hand, and at least one asset or activity that is part
of the Fuels Business, on the other hand.


 


“Non-Acting
Party” has the meaning set forth in Section 6.02(b).


 


“Opinion”
means the opinion of Counsel to the effect that the Separation and Distribution, taken together, should qualify as tax-free (except
for cash received in lieu of fractional shares) to Fuels, Tech and Tech shareholders for U.S. federal income tax purposes under
Sections 368(a)(1)(D) and 355 and related provisions of the Code.


 


“Ordinary
Course of Business” means an action taken by a Person only if such action is taken in the ordinary course of the normal
day-to-day operations of such Person.


 


“Party”
has the meaning set forth in the preamble.


 


“Person”
means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization,
including a Governmental Authority.


 


“Post-Closing
Period” means any taxable period (or portion thereof) beginning after the Distribution Date.


 


“Post-Distribution
Ruling” has the meaning set forth in Section 6.02(b).


 


“Pre-Closing
Period” means any taxable period (or portion thereof) ending on or before the Distribution Date.


 


“Proposed
Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding, arrangement, or
substantial negotiations within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other
regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported
by the applicable Party’s management or shareholders, is a hostile acquisition, or otherwise, as a result of which such
Party would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly)
acquire, or have the right to acquire, from such Party and/or one or more holders of outstanding shares of such Party’s
common shares, as the case may be, a number of such Party’s common shares that would, when combined with any other changes
in ownership of such Party’s common shares pertinent for purposes of Section 355(e) of the Code, comprise 25% or more of
(i) the value of all outstanding shares of stock of such Party as of the date of such transaction, or in the case of a series
of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares
of voting stock of such Party as of the date of such transaction, or in the case of a series of transactions, the date of the
last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption
by a Party of a shareholder rights plan or (B) issuances by a Party that satisfy Safe Harbor VIII (relating to acquisitions in
connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of
an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect
acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as
an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is
intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or
change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition
and its interpretation.


 


“Refund”
means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively,
applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes, provided, however, that
for purposes of this Agreement, the amount of any Refund required to be paid to another Party shall be reduced by the net amount
of any income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.


 




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“Restriction
Period” means the period beginning at the effective time of the Distribution and ending on the two-year anniversary of the
day after the Distribution Date.


 


“Separation”
has the meaning set forth in the preamble.


 


“Separation
Agreement” means the Separation Agreement, dated December 2, 2019, between the Parties.


 


“Single
Business Tax Return” means any Tax Return including any consolidated, combined or unitary Tax Return, that includes assets
or activities relating only to the Tech Business, on the one hand, or the Fuels Business, on the other (but not both), whether
or not the Person charged by Law to file such Tax Return is engaged in the business to which the Tax Return relates.


 


“Straddle
Period” means any taxable period that begins on or before and ends after the Distribution Date.


 


“Subsidiary”
of any Person means another Person (a) in which the first Person owns, directly or indirectly, an amount of the voting securities,
voting partnership interests or other voting ownership sufficient to elect at least a majority of its board of directors or other
governing body (or, if there are no such voting securities, interests or ownership, a majority of the equity interests in such
other Person), or (b) of which the first Person otherwise has the power to direct the management and policies. A Subsidiary may
be owned directly or indirectly by such first Person or by another Subsidiary of such first Person.


 


“Tax”
means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any U.S. federal, state
or local or foreign governmental authority, including income, gross receipts, excise, property, sales, use, license, common shares,
transfer, franchise, payroll, withholding, social security, value added, goods and services, consumption, and other taxes, (ii)
any interest, penalties or additions attributable thereto and all liabilities in respect of any items described in clauses (i)
or (ii) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulation Section 1.1502-6(a)
(or any predecessor or successor thereof or any analogous or similar provision under Law).


 


“Tax
Attribute” means a net operating loss, net capital loss, tax credit, earnings and profits, overall foreign loss, separate
limitation loss, previously taxed income, or any item of income, gain, loss, deduction, credit, recapture or other item that may
have the effect of increasing or decreasing any income Tax paid or payable.


 


“Tax
Benefit” has the meaning set forth in Section 3.04.


 


“Tax-Free
Status of the Transactions” means the tax-free treatment accorded to the Separation and the Distribution as set forth in
the Opinion.


 


“Tax
Materials” has the meaning set forth in Section 6.01(a).


 


“Tax
Matter” has the meaning set forth in Section 7.01(a)(i).


 


“Tax
Package” means all relevant Tax-related information relating to the operations of the Tech Business or the Fuels Business,
as applicable, that is reasonably necessary to prepare and file the applicable Tax Return.


 


“Tax
Proceeding” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding,
appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to
competent authority determinations.


 


“Tax
Representation Letter” means any letter containing certain representations and covenants issued by Tech or any of its Subsidiaries
to Counsel in connection with the Opinion.


 




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“Tax
Return” means any return, report, certificate, form or similar statement or document (including any related or supporting
information or schedule attached thereto and any information return, or declaration of estimated Tax) required to be supplied
to, or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the
administration of any Laws relating to any Tax and any amended Tax return or claim for refund.


 


“Taxing
Authority” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental
or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).


 


“Tech”
has the meaning set forth in the preamble.


 


“Tech
10-K” means Tech’s Annual Report on Form 10-K, including for the fiscal year ended December 31, 2018, and all prior
fiscal years.


 


“Tech
Allocable Portion” means, with respect to any Tax paid after the Distribution Date relating to a Mixed Business Tax Return,
the amount of any such Tax less the Fuels Allocable Portion.


 


“Tech
Business” has the meaning set forth in the preamble and also means (i) the business and operations conducted by Tech and
its Subsidiaries prior to the Distribution comprising what is referred to in the Tech 10-K as the use of the Company’s proprietary
plasma arc technology for water sterilization, among other things; (ii) The Water Pilot business, (iii) any other business (other
than the Fuels Business) directly conducted by any member of the Tech Group as of or prior to the Distribution; and (iv) any business
operation or assets that, at the time they were discontinued or sold, were not part of the Fuels Business as then reported in
the Tech 10-K.


 


“Tech
Common Shares” means (i) all classes or series of outstanding common shares of Tech for U.S. federal income tax purposes,
including common stock and all other instruments treated as outstanding equity in Tech for U.S. federal income tax purposes, and
(ii) all options, warrants and other rights to acquire such stock.


 


“Tech
Disqualifying Action” means (i) any action (or the failure to take any action) within its control by Tech or any Tech Entity
(including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series
of transactions), or (ii) any event (or series of events) involving Tech Common Shares, any assets of Tech or any assets of any
Tech Entity that, in each case, negates the Tax-Free Status of the Transactions in whole or in part, regardless of whether such
act or failure to act (x) is covered by a Post-Distribution Ruling or an Unqualified Tax Opinion, or occurs during or after the
Restriction Period.


 


“Tech
Entity” means a member of the Tech Group.


 


“Tech
Group” means Tech and each of its direct or indirect Subsidiaries that is not a member of the Fuels Group, and each Person
that is or becomes a member of the Tech Group after the Distribution, including any Person that is or was merged into Tech or
any direct or indirect Subsidiary that is not a member of the Fuels Group.


 


“Tech
Percentage” 100% minus the Fuels Percentage.


 


“Tech
Taxes” means, without duplication, (i) any Taxes imposed on Tech (or any of its Subsidiaries) or Fuels (or any of its Subsidiaries)
attributable to a Tech Disqualifying Action, (ii) the Tech Percentage of any Taxes imposed on Tech (or any of its Subsidiaries)
or Fuels (or any of its Subsidiaries) attributable to both a Fuels Disqualifying Action and a Tech Disqualifying Action, (iii)
50% of all Transfer Taxes, (iv) the Tech Allocable Portion of any Taxes in respect of a Mixed Business Tax Return, and (v) any
Taxes in respect of any Single Business Tax Return related to the Tech Business. For the avoidance of doubt, Tech Taxes shall
not include any Taxes solely attributable to a Fuels Disqualifying Action.


 


“Transfer
Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp
or similar Taxes imposed on the Separation or the Distribution, and paid after the Distribution Date.


 




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“Treasury
Regulations” means the final and temporary (but not proposed) Tax regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of succeeding regulations).


 


“Unqualified
Tax Opinion” means a reasoned “will” opinion, without qualifications, of an appropriately credentialed law firm
to the effect that a transaction will not affect the Tax-Free Status of the Transactions. For purposes of this definition, an
opinion is reasoned if it describes the reasons for the conclusions and includes the facts, assumptions, and supporting legal
analysis.


 


“U.S.”
means the United States of America.


 


Article
II. Preparation, Filing and Payment of Taxes


 


Section
2.01 Responsibility of Parties to Prepare Tax Returns and Pay Taxing Authority.


 


(a)
Tech Tax Returns. Tech shall prepare and file (or cause a Tech Entity to prepare and file) all (i) Single Business Tax
Returns relating to the Tech Business and (ii) all Mixed Business Tax Returns, and shall pay (or cause such Tech Entity to pay)
all Taxes shown to be due and payable on such Tax Returns.


 


(b)
Fuels Tax Returns. Fuels shall prepare and file (or cause a Fuels Entity to prepare and file) all Single Business Tax Returns
relating to the Fuels Business, and shall pay (or cause such Fuels Entity to pay) all Taxes shown to be due and payable on such
Tax Returns.


 


Section
2.02 Tax Return Procedures for Mixed Business Tax Returns.


 


(a)
Tech shall prepare all, if any, Mixed Business Tax Returns consistent with historical practice, the Opinion, and the Tax Representation
Letter unless otherwise required by Law or agreed to in writing by Fuels. In the event that there is no historical practice for
reporting a particular item or matter, Tech shall determine the reporting of such item or matter provided that such determination
is, in the reasonable opinion of Tech, at least more likely than not to be sustained. In connection with the preparation of any
Mixed Business Tax Return, Fuels will assist and cooperate with Tech with respect to Tech’s preparation of any such Mixed
Business Tax Return, including assisting Tech in the preparation of a pro forma Tax Return for Fuels and any Fuels Entity to be
used in determining the Fuels Allocable Portion with respect to such Mixed Business Tax Return.


 


(b)
In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Tech shall
make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document
determining the Fuels Allocable Portion of Taxes with respect to such Mixed Business Tax Return to Fuels. The failure of Tech
to make available any such materials described in the preceding sentence to Fuels within the time frame described in the preceding
sentence shall not relieve Fuels of any obligation which it may have to Tech under this Agreement except to the extent that Fuels
is actually prejudiced by such failure. Fuels shall have access to any and all data and information necessary for the preparation
of any such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns.
Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents),
Fuels shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Fuels Allocable
Portion with respect to such Mixed Business Tax Return) by written notice to Tech; such written notice shall contain such disputed
item (or items) and the basis for its objection. Fuels shall pay to Tech no later than five days prior to the Due Date of each
such Tax Return the Fuels Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment
made against such amount).


 




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(c)
With respect to a Mixed Business Tax Return delivered by Tech to Fuels pursuant to Section 2.02(b), if Fuels does not object by
proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Fuels Allocable
Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes
of this Section 2.02 (c). If Fuels does object by proper written notice described in Section 2.02(b), Tech and Fuels shall act
in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything
to the contrary contained herein, if Tech and Fuels have not resolved the disputed item or items by the day five days prior to
the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised
to reflect all initially disputed items that Tech and Fuels have agreed upon prior to such date). In the event that a Mixed Business
Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not
finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 8.01 (interpreted
without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return
at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 8.01 with respect to a
Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Tech (with cooperation from Fuels, if
necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item
(or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result
of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to
be paid in a manner that reflects such resolution.


 


Section
2.03 Expenses. Except as provided otherwise herein or in the Distribution Agreement, each Party shall bear its own expenses
incurred in connection with this Article 2.


 


Section
2.04 Coordination with Article 4. This Article 2 shall not apply to any amended Tax Returns, other than such Tax Returns required
to be amended under Section 2.02(c), all other such amended Tax Returns governed by Article 4.


 


Article
III. Payment of Taxes and Indemnification.


 


Section
3.01 Payment and Indemnification by Tech. Tech shall pay, and shall indemnify and hold the Fuels Group harmless from and against,
without duplication, all Tech Taxes, (b) all Taxes incurred by Fuels or any Fuels Entity by reason of the breach by Tech of any
of its representations, warranties or covenants hereunder, and (c) any external costs and expenses related to the foregoing (including
reasonable attorneys’ fees and expenses but excluding any expenses described in Section 2.03).


 


Section
3.02 Payment and Indemnification by Fuels. Fuels shall pay, and shall indemnify and hold the Tech Group harmless from and
against, without duplication, (a) all Fuels Taxes, (b) all Taxes incurred by Tech or any Tech Entity by reason of the breach by
Fuels of any of its representations, warranties or covenants hereunder, and (c) any external costs and expenses related to the
foregoing (including reasonable attorneys’ fees and expenses but excluding any expenses described in Section 2.03).


 


Section
3.03 Timing of Tax Payments. Unless otherwise provided in this Agreement, in the event that a Party (the “Indemnifying
Party”) is required to make a payment to another Party (the “Indemnified Party”) pursuant to this
Article 3, the Indemnified Party shall deliver written notice of the payments to the Indemnifying Party, including proof of payment
to the Taxing Authority, in accordance with Section 8.19 on the last day of the calendar quarter in which the obligation giving
rise to the indemnification payment must be satisfied, and the Indemnifying Party shall be required to make payment to the Indemnified
Party within 10 days after notice of such payment is delivered to the Indemnifying Party.


 


Section
3.04 Characterization of and Adjustments to Payments. For all Tax purposes, Tech and Fuels agree to treat (a) any payment
required by this Agreement or any indemnity payments required by the Separation Agreement or Distribution Agreement (other than
payments pursuant to Section 8.03) as either a contribution by Tech to Fuels or a distribution by Fuels to Tech, as the case may
be, occurring immediately prior to the Distribution Date. Except as otherwise provided, any payment under this Agreement shall
be decreased to take into account any reduction in taxable income of the Indemnified Party arising from the payment by the Indemnified
Party of such indemnified liability and increased to take into account any inclusion in taxable income of the Indemnified Party
arising from the receipt of such indemnity payment if there is any such increase notwithstanding the first sentence of this Section
3.04 (collectively, “Tax Benefits”). Any Tax Benefit shall be determined (i) using the flat U.S. federal corporate
income tax rate (or, the highest applicable marginal U.S. federal corporate income tax rate in effect at the time of the determination,
if different, and excluding any state income tax effect of such inclusion or reduction) and assuming that the Indemnified Party
will be liable for Taxes at such rate, the Indemnified Party has sufficient taxable income to use any tax deduction, and has no
other relevant Tax Attributes at the time of the determination.


 




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Article
IV. Refunds, Carrybacks, Amendments and Tax Attributes.


 


Section
4.01 Refunds.


 


(a)
Except as provided in Section 4.02, Tech shall be entitled to all Refunds of Taxes with respect to which Tech would be liable
for payment under Article 3 if such Taxes were paid after the Distribution Date, and Fuels shall be entitled to all Refunds of
Taxes with respect to which Fuels would be liable for payment under Article 3 if such Taxes were paid after the Distribution Date.
A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay to the other Party the amount
to which such other Party is entitled within 10 days after the receipt of the Refund.


 


(b)
Notwithstanding Section 4.01(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit
toward or a reduction in Taxes otherwise payable by such Party (or a Taxing Authority requires such application in lieu of a Refund)
and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this
Section 4.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such
overpayment is applied to reduce Taxes otherwise payable.


 


(c)
In the event of an Adjustment relating to Taxes for which one Party is or may be liable pursuant to Article 3 would have given
rise to a Refund but for an offset against the Taxes for which the other Party is or may be liable pursuant to Article 3 (the
“Benefited Party”), then the Benefited Party shall pay to the other Party within 10 days of the Final Determination
of such Adjustment an amount equal to the lesser of (a) the amount of such hypothetical Refund or (b) the amount of such reduction
in the Taxes of the Benefited Party, in each case plus interest at the rate set forth in Section 6621(a)(1) of the Code on such
amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date to
the other Party.


 


(d)
To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or as the result of
a Tax Proceeding, such reduction shall be allocated to the Party that was entitled to such Refund pursuant to this Section 4.01
and an appropriate adjusting payment shall be made by such Party to the other Party if the other Party originally paid the Refund
to such Party. For the avoidance of doubt, this Section 4.01(d) is intended to make whole the other Party that was not entitled
to the Refund.


 


Section
4.02 Carrybacks.


 


(a)
Subject to Tech’s discretion to file an amended Tax return under Section 4.03, each Party is permitted (but not required)
to carry back (or to cause its Subsidiaries to carry back) a loss, credit, or other Tax Attribute realized in a Post-Closing Period
or a Straddle Period to a Pre-Closing Period or a Straddle Period; provided, however, that if such carryback would reasonably
be expected to adversely impact the other Party (including through an increase in Taxes or a loss or reduction in the utilization
of a loss, credit, or other Tax Attribute regardless of whether or when such loss, credit, or other Tax Attribute otherwise would
have been used), such carryback shall not be permitted without first obtaining the prior written consent of such other Party,
which consent shall not be unreasonably withheld or delayed.


 


(b)
(i) Refunds for Carrybacks. Subject to Sections 4.02(c) and 4.02(d), in the event that any member of the Fuels Group chooses
to (or is required to under applicable Law), and is permitted to under Sections 4.02(a) and 4.03, carry back a loss, credit, or
other Tax Attribute to a Mixed Business Tax Return, Tech shall cooperate with Fuels and such member in seeking from the appropriate
Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return
at Fuels’ cost and expense). Fuels (or such member) shall be entitled to any Refund realized by any member of the Tech Group
or Fuels Group as a result of the carryback.


 


(ii)
Subject to Sections 4.02(c) and 4.02(d), in the event that any member of the Tech Group chooses to (or is required to under applicable
Law), and is permitted to under Sections 4.02(a) and 4.03, carry back a loss, credit, or other Tax Attribute to a Mixed Business
Tax Return, Fuels shall cooperate with Tech and such member in seeking from the appropriate Taxing Authority any Refund that reasonably
would result from a permitted carryback (including by filing an amended Tax Return at Tech’s cost and expense). Tech shall
be entitled to any Refund realized by any member of the Fuels Group or Tech Group as a result of the carryback.


 




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(c)
Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Tech Business and the Fuels
Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period or Straddle Period (had such
carryback been the only carryback to such taxable period) (such amount for each of the Tech Business and the Fuels Business separately
referred to as the “Carryback Amount” and the sum of both amounts returned to as the “Aggregate Carryback
Amount”), any Refund resulting therefrom shall be allocated between Tech and Fuels proportionately based on the ratio
of the Tech Business Carryback Amount to the Aggregate Carryback Amount and the Fuels Business Carryback Amount to the Aggregate
Carryback Amount, respectively. Appropriate adjustments to the allocation of any Refund under the preceding sentence shall be
made if the carryback results in any additional Tax Attributes being allocated to the Tech Group or the Fuels Group (for example,
under the regulations applicable to U.S. federal consolidated income tax returns) to the extent necessary to cause the Tech Group,
on the one hand, and the Fuels Group, on the other hand, to proportionately benefit from such carryback.


 


(d)
To the extent the amount of any Refund under this Section 4.02 is later reduced by a Taxing Authority or a Tax Proceeding, such
reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.02.


 


Section
4.03 Amended Tax Returns.


 


(a)
Mixed Business Tax Returns. Tech shall, in its sole discretion, be permitted to amend, or to cause Fuels or any Fuels Entity
to amend (and Fuels shall, if Tech so chooses, amend or cause the applicable Fuels Entity to amend), any Mixed Business Tax Return;
provided, however, that unless otherwise required by a Final Determination, Tech shall not be permitted to so amend any
such Mixed Business Tax Return to the extent that any such amendment or filing (i) would reasonably be expected to materially
adversely impact Fuels (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether
or when such Tax Attribute otherwise would have been used), (ii) would be inconsistent with historical practice, or (iii) would
be inconsistent with the Opinion or Tax Representation Letter, in each case without the prior written consent of Fuels, which
consent shall not be unreasonably withheld or delayed. If requested in writing by Fuels at least 60 days prior to the expiration
of the applicable statute of limitations, Tech shall amend any Mixed Business Tax Return to reflect changes proposed by Fuels;
provided, however, that Fuels shall reimburse Tech for all reasonable out-of-pocket costs and expenses incurred by Tech
in amending such Mixed Business Tax Return; provided, further, that unless otherwise required by a Final Determination,
Tech shall not be required to so amend any such Mixed Business Tax Return to the extent that any such amendment (A) would reasonably
be expected to materially adversely impact Tech (including through an increase in Taxes or a loss or reduction of a Tax Attribute
regardless of whether or when such Tax Attribute otherwise would have been used), (B) would be inconsistent with historical practice,
or (C) would be inconsistent with the Opinion or Tax Representation Letter.


 


(b)
Single Business Tax Returns.


 


(i)
Tech. Tech shall, in its sole discretion, be permitted to amend (or cause or permit to be amended) any Single Business
Tax Return relating to the Tech Business.


 


(ii)
Fuels. Fuels shall, in its sole discretion, be permitted to amend (or cause or permit to be amended) any Single Business
Tax Return relating to the Fuels Business.


 


Section
4.04 Tax Attributes.


 


(a)
Tax Attributes arising in a Pre-Closing Period will be allocated to (and the benefits and burdens of such Tax Attribute will inure
to) the Tech Group and the Fuels Group in accordance with historical practice (including historical methodologies for making corporate
allocations), the Code, Treasury Regulations, and any applicable state, local and foreign Law. Tech and Fuels shall jointly determine
the allocation of such Tax Attributes arising in Pre-Closing Periods as soon as reasonably practicable following the Distribution
Date, and shall compute all Taxes for a Post-Closing Period and Straddle Period consistently with that determination unless otherwise
required by a Final Determination.


 




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(b)
Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing
Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute
was allocated pursuant to Section 4.04(a).


 


(c)
Notwithstanding anything to the contrary in this Agreement, Tech shall at all times be entitled to any Tax deduction or credit,
as the case may be, relating to the exercise of Tech Common Shares compensatory stock options, (ii) restricted stock that has
vested (in whole or in part) on or prior to the Distribution Date, or (iii) restricted stock with respect to Tech Common Shares.
Fuels shall be entitled to any Tax deduction or credit, as the case may be, relating to (A) the exercise of Fuels Common Shares
compensatory stock options or (B) restricted stock with respect to Fuels Common Shares. To the extent any Tax deduction that is
described in either of the first two sentences of this Section 4.04(c) and claimed by the Party to whom the deduction is allocated
under this section 4.04(c) is disallowed to such Party and a Taxing Authority makes a determination that the other Party is entitled
to such deduction, the Party denied such deduction shall notify the other Party of the receipt of such determination, promptly
after receipt thereof, and the Party for which the determination allows the Tax deduction shall pay to the other Party the amount
of the Tax Benefit arising therefrom.


 


Article
V. Tax Proceedings


 


Section
5.01 Notification of Tax Proceedings. Within 10 days after a Controlling Party (or its Subsidiary) becomes aware of the commencement
of a Tax Proceeding that may give rise to Taxes for which an Interested Party is responsible pursuant to Article 3, such Controlling
Party shall provide notice to the Interested Party of such Tax Proceeding, and thereafter shall promptly forward or make available
to the Interested Party copies of notices and communications relating to such Tax Proceeding. The failure of the Controlling Party
to provide notice to the Interested Party of the commencement of any such Tax Proceeding within such 10-day period or promptly
forward any further notices or communications shall not relieve the Interested Party of any obligation which it may have to the
Controlling Party under this Agreement except to the extent that the Interested Party is actually prejudiced by such failure.


 


Section
5.02 Tax Proceeding Procedures. The Controlling Party, in its sole discretion, and at its own expense, shall be entitled to
control, administer, contest, litigate, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax
Proceeding and any such actions taken by the Controlling Party shall be made diligently and in good faith; provided that the Controlling
Party shall (a) keep the Interested Party informed in a timely manner of all actions proposed to be taken by the Controlling Party
and shall permit the Interested Party to comment in advance on the Controlling Party’s oral or written submissions with
respect to such Tax Proceeding, (b) prepare all correspondence or filings to be submitted to any Taxing Authority or judicial
authority in a manner consistent with the Tax Return, which is the subject of such Adjustment, as filed and timely provide the
Interested Party with copies of any such correspondence or filings for the Interested Party’s prior review and comment and
(c) provide the Interested Party with written notice reasonably in advance of, and the Interested Party shall have the right to
attend and participate in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial
authority with respect to such Adjustment. Furthermore, the Controlling Party may not settle or otherwise resolve a Tax Proceeding
with respect to an Adjustment that would reasonably be expected to impact the Tax liability of an Interested Party without the
consent of such Interested Party, such consent not to be unreasonably withheld; provided that the Controlling Party shall be permitted
to settle or otherwise resolve a Tax Proceeding if and when the only unsettled issue of such Tax Proceeding relates to an Adjustment
for which an Interested Party has consent rights pursuant to the previous clause, but has not consented to settlement.


 


Section
5.03 Tax Proceeding Cooperation. Each Party shall act in good faith and use its reasonable best efforts to cooperate fully
with the other Party (and its Subsidiaries) in connection with such Tax Proceeding and shall provide or cause its Subsidiaries
to provide such information to each other as may be necessary or useful with respect to such Tax Proceeding in a timely manner,
identify and provide access to potential witnesses, and other persons with knowledge and other information within its control
and reasonably necessary to the resolution of the Tax Proceeding.


 




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Article
VI. Tax-Free Status of the Transactions


 


Section
6.01 Representations and Warranties.


 


(a)
Fuels. Fuels hereby represents and warrants or covenants and agrees, as appropriate, that:


 


(i)
it has examined (A) the Opinion, (B) the Tax Representation Letter, and (C) any other materials delivered or deliverable by Tech
or Fuels in connection with the rendering by Counsel of the Opinion (all of the foregoing, collectively, the “Tax Materials”);


 


(ii)
the facts presented and the representations made therein, to the extent descriptive of the Fuels Group (including the business
purposes for the Distribution as described in the Opinion and the other Tax Materials to the extent that they relate to the Fuels
Group and the plans, proposals, intentions and policies of the Fuels Group), are, or will be from the time presented or made through
and including the Distribution Date and thereafter as relevant, true, correct and complete in all respects; it knows of no fact
(after due inquiry) that may negate the Tax-Free Status of the Transactions; and


 


(iii)
neither it, nor any of its Subsidiaries, has any plan or intent to take any action which is inconsistent with any statements or
representations made in the Tax Materials.


 


(b)
Tech. Tech hereby represents and warrants or covenants and agrees, as appropriate, that:


 


(i)
it has examined the Tax Materials;


 


(ii)
it has delivered complete and accurate copies of the Tax Materials to Fuels, and the facts presented and the representations made
therein, to the extent descriptive of the Tech Group (including the business purposes for the Distribution as described in the
Opinion, and the other Tax Materials to the extent that they relate to the Tech Group and the plans, proposals, intentions and
policies of the Tech Group), are, or will be from the time presented or made through and including the Distribution Date and thereafter
as relevant, true, correct and complete in all respects;


 


(iii)
it knows of no fact (after due inquiry) that may negate the Tax-Free Status of the Transactions; and


 


(iv)
neither it, nor any of its Subsidiaries, has any plan or intent to take any action which is inconsistent with any statements or
representations made in the Tax Materials.


 


Section
6.02 Limits on Proposed Acquisition Transactions and Other Transactions During Restriction Period.


 


(c)
During the Restriction Period, Tech and Fuels:


 


(i)
shall continue and cause to be continued the active conduct of the Tech Business and the Fuels Business, in each case taking into
account Section 355(b)(3) of the Code and as conducted immediately prior to the Distribution;


 


(ii)
shall not voluntarily dissolve, liquidate, or partially liquidate (including any action that is treated as a liquidation for federal
income Tax purposes);


 


(iii)
shall not enter into any Proposed Acquisition Transaction or, approve any Proposed Acquisition Transaction, or permit any Proposed
Acquisition Transaction to occur;


 


(iv)
shall not redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, except to the
extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 as in effect prior to the amendment of such Revenue
Procedure by Revenue Procedure 2003-48 and as such analogous elements or embodied in super ceding Revenue Procedure 2017-52 (provided,
however, that the fact that any such redemption or repurchase satisfies Section 4.05(1)(b) of Revenue Procedure 96-30 shall not
prevent such redemption or repurchase from being considered, or taken into account for purposes of another transaction constituting,
a Proposed Acquisition Transaction, in which case clause (iii) shall apply);


 




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(v)
shall not amend its articles of incorporation (or other organizational documents), or take any other action or approve or permit
the taking of any action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the common
shares (including through the conversion of any common shares into another class of capital stock);


 


(vi)
shall not issue shares of a new class of non-voting stock;


 


(vii)
shall not merge or consolidate with any other Person; provided, however, that if Tech or Fuels acquires equity of another
Person in a transaction that is not otherwise described in clauses (i) through (vi), (viii), or (ix) of this Section 6.02(a),
then the merger or consolidation of such Person with and into Tech or Fuels (with Tech or Fuels surviving), as applicable, shall
not constitute a merger or consolidation described in this clause (vii);


 


(viii)
shall not sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose of (including in any transaction
treated for U.S. federal income Tax purposes as a sale, transfer or disposition, and including any sale, transfer or other disposition
to an Subsidiary or otherwise) assets (including, any shares of common shares of a Subsidiary) that, in the aggregate, constitute
more than 35% of its consolidated gross or net assets. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions
of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length
transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal
income Tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of such company. The percentages
of consolidated gross and net assets sold, transferred, or otherwise disposed of, shall be based on the fair market value of the
gross or net assets, as the case may be, of Tech and Fuels, as applicable, as of the Distribution Date. For purposes of this Section
6.02(a)(viii), a merger of Tech or Fuels with and into any Person shall constitute a disposition of all of the assets of Tech
or Fuels, respectively; and


 


(ix)
shall not take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent
with any representation made in the Tax Materials) which in the aggregate (and taking into account any other transactions described
in this Section 6.02(a)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or
not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Tech or Fuels
or otherwise jeopardize the Tax-Free Status of the Transactions.


 


(x)
Notwithstanding the restrictions imposed by Section 6.02(a), during the Restriction Period, Tech and Fuels shall be permitted
to take such action or one or more actions set forth in the foregoing clauses (i) through (ix), if, prior to taking any such actions,
the Party taking the action (the “Acting Party”) set forth in the foregoing clauses (i) through (ix) shall
(1) have received a favorable private letter ruling from the IRS, or a ruling from another appropriate Taxing Authority that confirms
that such action or actions will not affect the Tax-Free Status of the Transactions, taking into account such actions and any
other relevant transactions in the aggregate (a “Post-Distribution Ruling”), in form and substance satisfactory
to the other Party (the “Non-Acting Party”), or (2) have received an Unqualified Tax Opinion that confirms
that such action or actions will not affect the Tax-Free Status of the Transactions, or (3) the Non-Acting Party shall have waived
in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, the Non-Acting
Party shall exercise its discretion, in good faith, solely to preserve the Tax-Free Status of the Transactions and may consider,
among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion
and the Non-Acting Party’s views on the substantive merits of such ruling or opinion. The Acting Party shall provide a copy
of the Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraph to the Non-Acting Party as soon as
practicable prior to taking or failing to take any action set forth in the foregoing clause through (ix). The Acting Party shall
bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the Non-Acting
Party for all reasonable out-of-pocket costs and expenses that the Non-Acting Party may incur in good faith in seeking to obtain
or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.


 




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Article
VII. Cooperation


 


Section
7.01 General Cooperation.


 


(a)
The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable
requests in writing (“Information Request”) from another Party hereto, or from an agent, representative or
advisor to such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages),
claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case,
related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered
by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”).
Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter
(“Information”) and shall include, without limitation, at each Party’s own cost:


 


(i)
the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding
ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying
schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;


 


(ii)
the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or
their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries;


 


(ii)
the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and (iv) the
use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers,
and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the
Parties or their Subsidiaries.


 


(b)
Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient
basis in connection with the foregoing matters.


 


Section
7.02 Retention of Records. Tech and Fuels shall retain or cause to be retained all Tax Returns, schedules and workpapers,
and all material records or other documents relating thereto in their possession, until 60 days after the expiration of the applicable
statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other
documents relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect
to specific material records or documents. A Party intending to destroy any material records or documents shall provide the other
Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties
hereto will provide notice to each other in writing of any waivers or extensions of the applicable statute of limitations that
may affect the period for which the foregoing records or other documents must be retained.


 


Article
VIII. Miscellaneous


 


Section
8.01 Dispute Resolution.


 


(a)
Except as otherwise provided herein, in the event of any dispute between the Parties as to any matter covered by this Agreement,
the dispute shall be governed exclusively by the procedures set forth in Section 8.01(b).


 


(b)
With respect to any dispute governed by this Section 8.01(b), the Parties shall appoint an appropriately credentialed independent
public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm
shall make determinations with respect to the disputed items based solely on representations made by Tech and Fuels and their
respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall
be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes
no later than 45 days after the submission of such dispute to the Accounting Firm, but in no event later than the Due Date for
the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting
Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes
in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with
the historical practices of Tech and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require
the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination.
The fees and expenses of the Accounting Firm shall be paid by the non-prevailing Party.


 




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Section
8.02 Tax Sharing Agreements. Any Tax sharing, indemnification and similar agreements, written or unwritten, as between Tech,
on the one hand, and Fuels or a Fuels Entity, on the other (other than this Agreement), shall be or shall have been terminated
no later than the effective time of the Distribution and, after the effective time of the Distribution, none of Tech, Fuels or
a Fuels Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.


 


Section
8.03 Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the
due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate equal to the rate
of interest from time to time announced publicly by The Wall Street Journal as its prime rate, calculated on the basis of a year
of 365 days and the number of days elapsed.


 


Section
8.04 Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties
contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable
terms, provided, however, that the representations and warranties and all indemnification for Taxes shall survive until
90 days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any,
of the Tax that gave rise to the indemnification, provided, further, that, in the event that notice for indemnification
has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally
resolved.


 


Section
8.05 Termination. Notwithstanding any provision to the contrary, this Agreement may be terminated by the board of directors
of Tech, in its sole and absolute discretion, at any time prior to the Distribution. In the event of any termination of this Agreement
prior to the Distribution, neither Party (nor any member of its Group or any of its respective directors or officers) will have
any liability or further obligation to the other Party (or member of its Group) with respect to this Agreement. After the Distribution
Date, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.


 


Section
8.06 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained in this Agreement.


 


Section
8.07 Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement and any annexes, exhibits,
schedules and appendices hereto constitute the entire agreement, and supersede all prior written agreements, arrangements, communications
and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between
the Parties with respect to the subject matter of this Agreement. This Agreement will not be deemed to contain or imply any restriction,
covenant, representation, warranty, agreement or undertaking of any Party with respect to the transactions contemplated hereby
other than those expressly set forth in this Agreement or in any document required to be delivered hereunder. Notwithstanding
any oral agreement or course of action of the Parties or their representatives to the contrary, no Party to this Agreement will
be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement and
the Distribution Agreement and Separation Agreement, as applicable, will have been executed and delivered by each of the Parties.
Except as specifically set forth in the Distribution Agreement and/or Separation Agreement, and except as provided in Section
8.15, all matters related to Taxes or Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively
by this Agreement.


 


Except
as provided in Section 8.15, in the event of a conflict between this Agreement and the Distribution Agreement with respect to
such matters, this Agreement shall govern and control.


 




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Section
8.08 Assignment. Except as expressly provided in this Agreement, neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Party without
the prior written consent of the other Party, and any such assignment or delegation without such prior written consent will be
null and void. If any Party to this Agreement (or any of its successors or permitted assigns) (a) will consolidate with or merge
into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (b)
will transfer all or substantially all of its properties and/or assets to any Person, then, and in each such case, the Party (or
its successors or permitted assigns, as applicable) will ensure that such Person assumes all of the obligations of such Party
(or its successors or permitted assigns, as applicable) under this Agreement, in which case the consent described in the previous
sentence will not be required.


 


Section
8.09 No Third-Party Beneficiaries. Except as provided in Article 3 with respect to the Fuels Group and the Tech Group, nothing
in this Agreement, express or implied, is intended to or will confer upon any Person other than the Parties and their respective
Subsidiaries and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature under or by reason of this
Agreement.


 


Section
8.10 Specific Performance. Subject to the provisions of Section 8.01, in the event of any actual or threatened default in,
or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is or is to be thereby aggrieved shall
have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) of its rights
under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies
shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages,
may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would
be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by the Parties.


 


Section
8.11 Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course
of conduct or otherwise, except by an instrument in writing expressly designated as an amendment hereto, signed on behalf of each
Party hereto.


 


Section
8.12 Waiver. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy
under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties (and the other members of
their respective Groups) under this Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise
have hereunder. Any agreement on the part of any Party to any such waiver will be valid only if set forth in a written instrument
executed and delivered by a duly authorized officer on behalf of such Party.


 


Section
8.13 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a)
words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the
other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are
references to the Articles, Sections, paragraphs, clauses, exhibits and schedules of this Agreement unless otherwise specified;
(c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar
words refer to this entire Agreement, including any Schedules or Exhibits hereto; (d) references to “$” shall mean
U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including
without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to
“written” or “in writing” include in electronic form; (h) provisions shall apply, when appropriate, to
successive events and transactions; (i) the headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement; (j) Tech and Fuels have each participated in the negotiation
and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue
of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (k) a reference to any
Person includes such Person’s successors and permitted assigns.


 


Section
8.14 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format
(PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.


 




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Section
8.15 Coordination with the Separation Agreement and Distribution Agreement. To the extent any conflict arises between this
Agreement and the Separation Agreement or Distribution Agreement, this Agreement shall control with regard to the content hereof.


 


Section
8.16 Effective Date. This Agreement shall become effective only upon the occurrence of the Distribution and Separation.


 


Section
8.17 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions
contemplated hereby will be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to
the conflicts of law rules thereof.


 


Section
8.18 Force Majeure. Neither Party hereto (nor any Person acting on its behalf) shall have any liability or responsibility
for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which
the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.
A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event,
(a) notify the other Party of the nature and extent of any such Force Majeure condition and (b) undertake with commercially reasonable
efforts to remove any such causes and resume performance under this Agreement as soon as feasible.


 


Section
8.19 Notices. All notices and other communications under this Agreement will be in writing and will be deemed duly given (a)
on the date of delivery if delivered personally, or if by facsimile or electronic transmission, upon written confirmation of receipt
by facsimile, e-mail or otherwise, (b) on the first business day following the date of dispatch if delivered utilizing a next-day
service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth business day following the date
of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will
be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party
to receive such notice:


 


If
to Tech:


Taronis
Technologies, Inc.


Attention:
General Counsel


300
W. Clarendon Ave., #230


Phoenix,
AZ 85013


 


If
to Fuels:


Taronis
Fuels, Inc.


300
W. Clarendon Ave. #230


Phoenix,
AZ 85013


Attention:
General Counsel


 


Section
8.20 No Circumvention. Each Party agrees not to directly or indirectly take any actions, act in concert with any Person who
takes any action, or cause or allow any of its Subsidiaries to take any actions (including the failure to take any reasonable
action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement
(including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to
the provisions of this Agreement).


 


Section
8.21 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer or impose upon any Party a duplicative
right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.


 


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space intentionally blank.]


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	TECH:
	 	Taronis
    Technologies, Inc., a Delaware corporation
	 	   
	 	By:	 
	 	Name:
    	Scott
    Mahoney
	 	Title:	Chief
Executive Officer 
	 	   
	 	FUELS:
	 	Taronis
    Fuels, Inc., a Delaware corporation
	 	   
	 	By:	 
	 	Name:	Scott
Mahoney
	 	Title:	Chief
Executive Officer 


 




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