Exhibit 10.2


 





DISTRIBUTION
AND LICENSE AGREEMENT


 


 


 


THIS DISTRIBUTION
AND LICENSE AGREEMENT (this “Agreement”) is entered into this 10th__ day of November, 2015 by and between MAGNEGAS
CORPORATION, a Delaware corporation (“MagneGas” or “LICENSOR”), with an address of 150 Rainville Road,
Tarpon Springs, FL 34689, Attn: Ermanno Santilli, CEO and GREEN ARC SUPPLY, L.L.C., a Louisiana limited liability company (“LICENSEE”
or “DISTRIBUTOR”), with an address of 1845 Highway 3062, Homer, LA 71040, Attn: Clinton Rafe Dean, Manager.


 


W I T N E
S S E T H:


 


WHEREAS, LICENSOR
is the sole and exclusive owner of the Trademarks and Patents identified more fully in Exhibit “A” attached hereto
(the Trademarks and Patents, together with the Know-How (as defined in Exhibit “A”), are referred to collectively
as the “IP”); and


 


WHEREAS, LICENSOR
has the power and authority to grant to LICENSEE the right, privilege and license to use the IP to manufacture, market, distribute
and sell the goods and/or services covered by the IP (the “Licensed Products”); and


 


WHEREAS, LICENSEE
has represented that it has the ability to use the IP to manufacture, market, distribute and sell the Licensed Products in the
Territory identified in Exhibit “A” attached hereto (the "Territory"); and


 


WHEREAS, LICENSEE
desires to obtain from LICENSOR a license to use the IP to manufacture, market, distribute and sell the Licensed Products in the
Territory; and


 


WHEREAS, as
a condition to this Agreement, MagneGas and LICENSEE have entered into a Gasifier Purchase Agreement of even date herewith (the
“Purchase Agreement”), pursuant to which LICENSEE has purchased from MagneGas a MagneGas gasification system having
the specifications more particularly set forth therein (the “Gasifier”), which LICENSEE will use to manufacture and
promote the sale of Licensed Products under the terms of this Agreement;


 


WHEREAS, the
purpose of this Agreement is to set forth the terms and conditions upon which LICENSEE will manufacture, market, distribute and
sell the Licensed Products in the Territory and the respective duties, obligations, and responsibilities of each of the parties
hereto; and


 


WHEREAS, the
parties acknowledge and agree that the Purchase Agreement and this Agreement are mutually conditioned on their contemporaneous
execution and that LICENSOR and LICENSEE are voluntarily entering into this Agreement.


 


NOW, THEREFORE,
in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise
and agree as follows.


 






    	 		 



     


    

  


1. LICENSE
GRANT


 


a.
As of the date of this Agreement, and conditioned upon the simultaneous execution and delivery of the Purchase Agreement,
and further conditioned upon the payment by LICENSEE and receipt by MagneGas of the Purchase Price on the terms provided for in
the Purchase Agreement (simultaneous payment of one-half the Purchase Price at the execution hereof, the balance in installments
as more particularly set forth in the Purchase Agreement), LICENSOR hereby grants to LICENSEE, for a term of ten (10) years from
the Commissioning Date (as defined in the Purchase Agreement, i.e., the date upon which LICENSOR certifies the Gasifier as operational
in accordance with the Purchase Agreement) unless earlier terminated as provided herein (the “Term”), and LICENSEE
hereby accepts, a license to use the IP to manufacture, market, distribute and sell the Licensed Products in the Territory.


 


b.
LICENSOR hereby grants to LICENSEE, for the Term, and LICENSEE hereby accepts, a license to use, manufacture, have manufactured,
sell, distribute and advertise the Licensed Products in the Territory.


 


c.As
stated in Exhibit “A”, the license granted to LICENSEE herein is only for the manufacture, marketing, distribution
and sale of MagneGas fuel for use in metal cutting or welding. This license specifically excludes co-combustion or sterilization
business lines.


 


d.The
license granted herein to LICENSEE shall be exclusive only in accordance with the terms specified in Exhibit “A”.


 


e.
The parties agree that this license shall pertain only to the IP and the Licensed Products and does not extend to any other
mark, product or service.


 


f.
LICENSEE may not grant any sublicenses to any third party without the prior express written consent of LICENSOR.


 


g.LICENSEE
shall not make or authorize any use, direct or indirect, of the IP and/or the Licensed Products outside of the Territory or for
purposes other than those expressly provided in this Agreement.


 


h.LICENSEE
will not knowingly sell the Licensed Products to persons who intend or are likely to resell them outside of the Territory or for
purposes other than those allowed under the license in this Agreement.


 


2. DISTRIBUTION
TERMS


 


a.The
parties agree and acknowledge that the simultaneous execution and delivery of the Purchase Agreement, and the payment by LICENSEE
and receipt by MagneGas of the Purchase Price on the terms provided for in the Purchase Agreement (simultaneous payment of one-half
the Purchase Price at the execution hereof, the balance in installments as more particularly set forth in the Purchase Agreement),
constitute full and adequate consideration for the receipt by LICENSEE of the exclusive rights to the Territory defined herein.


 






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b.Maintenance
of the exclusive license granted herein to LICENSEE, and expansion of these exclusive rights and associated rights to purchase
gasification units in the future, shall be governed by the terms and conditions set forth in Section 3 of Exhibit “A”
attached hereto.


 


3.Solicitation
and Sales Outside the Territory.


 


a.Unless
otherwise agreed by MagneGas, DISTRIBUTOR shall not purposefully solicit orders for sales of Licensed Products from persons outside
of the Territory. For purposes of this Agreement, solicitations for sales of Licensed Products that are accessible to persons
outside of the Territory, but that are not specifically directed towards such persons, shall not constitute solicitations for
sales of Licensed Products outside of the Territory. Notwithstanding the foregoing, sales may be made to customers maintaining
their principal offices outside the Territory with prior written approval from MagneGas.


 


b.DISTRIBUTOR
shall have the authority to appoint affiliated sub-agents, sub-distributors and other persons to assist it in marketing and selling
Licensed Products hereunder, or to otherwise perform any of DISTRIBUTOR's obligations hereunder, provided that DISTRIBUTOR has
adequately trained such persons and provides reasonable oversight of such persons.


 


c.DISTRIBUTOR
shall use its reasonable efforts to maximize sales and distribution of Licensed Products to customers purchasing in the Territory.



 


d.DISTRIBUTOR,
at its sole cost and expense, will manufacture Licensed Products using only one or more 100KW or larger Vertical Gasification
Recyclers manufactured by MagneGas based on Plasma Arc Flow technology for the gasification of various liquids such as ethylene
glycol and other hydrocarbon liquids. The Licensed Products shall be manufactured to meet the LICENSOR’s product quality
standards and specifications. No Licensed Products failing to meet the product quality standards and specifications will be sold
or distributed using or otherwise in association with the LICENSOR’s IP. Notwithstanding any provision to the contrary,
failure of DISTRIBUTOR to comply with this Section shall be deemed a material breach of this Agreement.


 


e.DISTRIBUTOR
shall have full and complete discretion to establish terms and conditions of sale of Licensed Products to its customers, including
pricing.


 


f.DISTRIBUTOR
will ensure all Licensed Products packaging and labeling will be in compliance with all packaging and labeling laws and regulations
for the marketing, sale and use of the Licensed Products in all geographic regions within the Territory. Without limiting the
foregoing, DISTRIBUTOR, and not MagneGas, will be responsible for all packaging and labeling compliance for any amount of Licensed
Products shipped in bulk and repackaged after delivery to customers.


 






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g.DISTRIBUTOR
represents that it has adequate capacity to package and label Licensed Products, in compliance with applicable legal requirements
and with the requirements of this Agreement, provided MagneGas delivers to DISTRIBUTOR instructions reasonably required to perform
packaging and labeling services to order. MagneGas shall have no other responsibilities in respect of packaging or labeling of
Licensed Products.


 


h.DISTRIBUTOR
will be responsible for and will prepare all documentation necessary for distribution of Licensed Products in and to the Territory.
All Licensed Product will be packed and shipped in a commercially reasonable manner, consistent with industry standards, and in
compliance with applicable law.


 


i.All
payments of any kind to MagneGas, including but not limited to payments of Royalties to MagneGas, shall be calculated and paid
in U.S. Dollars. All payments shall be paid by wire transfer of immediately available funds to an account at SunTrust Bank as
specified by MagneGas to DISTRIBUTOR.


 


j.Unless
otherwise specified herein or agreed by the parties hereto in writing, DISTRIBUTOR shall be solely responsible for responding
to all inquiries, complaints, and other communications with or from persons who purchase or are contemplating the purchase of
Licensed Products in the Territory through or based on orders solicited or being solicited by DISTRIBUTOR hereunder. MagneGas
shall use commercially reasonable efforts to promptly respond to inquiries by DISTRIBUTOR in addressing such inquiries, complaints,
and other communications and will cooperate with DISTRIBUTOR to resolve any problems or issues that may have arisen. Should DISTRIBUTOR
require MagneGas’ assistance in connection with performing such activities, MagneGas shall provide, at DISTRIBUTOR’s
cost, such assistance as DISTRIBUTOR may reasonably request.


 


4. EXTENSION
OF THE TERM 


 


LICENSEE shall
have two (2) successive options to extend the Term, each for an additional period of ten (10) years. Each option to extend the
Term may be exercised by LICENSEE by giving written notice thereof to LICENSOR at any time during the last year of the then current
Term; provided, that it shall be a condition to the exercise of the first such option that LICENSEE shall have sold not less than
an average of seven thousand eight hundred (7,800) cubic feet of MagneGas fuel per week during the period beginning on the third
anniversary of the Commissioning Date (as defined in the Purchase Agreement) and ending on the date of exercise of the first such
option; and provided further, that it shall be a condition to the exercise of the second such option that LICENSEE shall have
sold not less than an average of seven thousand eight hundred (7,800) cubic feet of MagneGas fuel per week during the period beginning
on the first day of the second 10-year Term and ending on the date of exercise of the second such option. For clarification purposes,
the foregoing paragraph relates solely to the extension of the Term without exclusive distribution rights; the requirements for
Licensee’s maintenance of exclusivity after the fourth year of the initial Term are set forth on Exhibit A hereto.


 






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5. COMPENSATION


 


		a.	In
                                         consideration for the licenses granted hereunder, LICENSEE agrees to pay to LICENSOR
                                         during the Term of this Agreement a royalty in the amount of One Dollar ($1.00) per one
                                         hundred four (104) cubic feet of MagneGas fuel sold by LICENSEE (the “Royalty”).



 


		b.	The
                                         Royalty owed LICENSOR shall be calculated on a quarterly calendar basis (the "Royalty
                                         Period") and shall be payable no later than thirty (30) days after the termination
                                         of the preceding full calendar quarter, i.e., commencing on the first (1st) day of January,
                                         April, July and October with the exception of the first and last calendar quarters which
                                         may be "short" depending upon the effective date of this Agreement.



 


		c.	With
                                         each Royalty payment, LICENSEE shall provide LICENSOR with a written royalty statement
                                         in a form reasonably acceptable to LICENSOR. Such statements shall be furnished to LICENSOR
                                         whether or not any Licensed Products were sold during the Royalty Period.



 


		d.	A Royalty
                                         obligation shall accrue upon the sale of the Licensed Products regardless of the time
                                         of collection by LICENSEE. For purposes of this Agreement, a Licensed Product shall be
                                         considered "sold" upon the date when such Licensed Product is billed, invoiced,
                                         shipped, or paid for, whichever event occurs first.



 


		e.	The
                                         receipt or acceptance by LICENSOR of any royalty statement, or the receipt or acceptance
                                         of any royalty payment made, shall not prevent LICENSOR from subsequently challenging
                                         the validity or accuracy of such statement or payment.



 


		f.	Upon
                                         expiration or termination of this Agreement, all Royalty obligations shall be accelerated
                                         and shall immediately become due and payable.



 


		g.	LICENSEE's
                                         obligations for the payment of a Royalty shall survive expiration or termination of this
                                         Agreement and will continue for so long as LICENSEE continues to manufacture, sell or
                                         otherwise market the Licensed Products. 



 


		h.	Late
                                         payments shall incur interest at the rate of ONE PERCENT (1%) per month from the date
                                         such payments were originally due.



 


6. AUDIT



 


		a.	LICENSOR
                                         shall have the right, upon at least five (5) days written notice and no more than once
                                         per calendar year, to inspect LICENSEE's books and records and all other documents and
                                         material in the possession of or under the control of LICENSEE with respect to the subject
                                         matter of this Agreement at the place or places where such records are normally retained
                                         by LICENSEE. LICENSOR shall have free and full access thereto for such purposes and shall
                                         be permitted to make copies thereof and extracts therefrom.



 






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		b.	In
                                         the event that such inspection reveals a discrepancy in the amount of Royalty owed LICENSOR
                                         from what was actually paid, LICENSEE shall pay such discrepancy, plus interest, calculated
                                         at the rate of ONE AND ONE-HALF PERCENT (1 1/2%) per month. In the event that such discrepancy
                                         is in excess of ONE THOUSAND UNITED STATES DOLLARS ($1,000.00), LICENSEE shall also reimburse
                                         LICENSOR for the cost of such inspection including any attorney's fees incurred in connection
                                         therewith.



 


		c.	All
                                         books and records relative to LICENSEE's obligations hereunder shall be maintained and
                                         kept accessible and available to LICENSOR for inspection for at least three (3) years
                                         after termination of this Agreement.



 


7. WARRANTIES
AND OBLIGATIONS 


 


		a.	LICENSOR
                                         represents and warrants that it has the right and power to grant the licenses granted
                                         herein and that there are no other agreements with any other party in conflict herewith.
                                         LICENSOR represents and warrants that the IP licensed to LICENSEE herein constitutes
                                         all of the intellectual property in which LICENSEE is required to have rights in order
                                         to manufacture, market, distribute and sell the Licensed Products.



 


		b.	LICENSEE
                                         represents and warrants that it will use commercially reasonable efforts to promote,
                                         market, sell, and distribute the Licensed Products.



 


		c.	LICENSEE
                                         shall be solely responsible for the manufacture, production, sale, and distribution of
                                         the Licensed Products pursuant to this Agreement, and will bear all related costs associated
                                         therewith.



 


8. NOTICES,
QUALITY CONTROL AND SAMPLES


 


		a.	The
                                         licenses granted hereunder are conditioned upon LICENSEE's full and complete compliance
                                         with the marking provisions of the patent and trademark laws of the United States, which
                                         will be assumed to have been complied with upon LICENSEE’s compliance with the
                                         instructions and directions of LICENSOR with respect to packaging marks.



 


		b.	The
                                         Licensed Products, as well as all promotional, packaging, and advertising material relative
                                         thereto, shall include all appropriate legal notices as required by governing agencies
                                         and LICENSOR.



 


		c.	The
                                         LICENSEE agrees to permit LICENSOR or its representative to inspect the facilities where
                                         the Licensed Products are being manufactured and packaged.



 


9. NOTICE
AND PAYMENT 


 


		a.	Any
                                         notice required to be given pursuant to this Agreement shall be in writing and delivered
                                         personally to the other designated party at the above stated address or mailed by certified
                                         or registered mail, return receipt requested or delivered by a recognized national overnight
                                         courier service.



 


		b.	Either
                                         party may change the manner to which notice or payment is to be sent by written notice,
                                         such as by email, in accordance with the provisions of this paragraph.



 






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10. PATENTS
AND TRADEMARKS 


 


		a.	LICENSOR
                                         shall maintain in its own name and at its own expense, appropriate protection for the
                                         IP.



 


		b.	It
                                         is understood and agreed that LICENSOR shall retain all right, title and interest in
                                         the IP as well as any modifications made to the Trademarks by LICENSEE.



 


		c.	The
                                         parties agree to execute any documents reasonably requested by the other party to effect
                                         any of the above provisions.



 


		d.	LICENSEE
                                         acknowledges LICENSOR's exclusive rights in the IP and, further, acknowledges that the
                                         IP is unique and original to LICENSOR and that LICENSOR is the owner thereof. LICENSEE
                                         shall not, at any time during or after the effective Term of the Agreement dispute or
                                         contest, directly or indirectly, LICENSOR's exclusive right and title to the IP or the
                                         validity thereof.



 


		e.	LICENSEE
                                         acknowledges that the Trademarks have acquired secondary meaning.



 


		f.	LICENSEE
                                         agrees that its use of the Trademarks inures to the benefit of LICENSOR and that the
                                         LICENSEE shall not acquire any rights in the Trademarks.



 


11. TERMINATION


 


The following
termination rights are in addition to the termination rights that may be provided elsewhere in this Agreement:


 


LICENSOR shall
have the right to immediately terminate this Agreement by giving written notice to LICENSEE in the event that LICENSEE does any
of the following:


 


a.files
a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement
pursuant to any bankruptcy law, or if LICENSEE discontinues its business or a receiver is appointed for LICENSEE or for LICENSEE’s
business and such receiver is not discharged within thirty (30) days; or


 


b.breaches
any of the provisions of this Agreement relating to the unauthorized assertion of rights in the IP; or


 






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c.fails,
after receipt of written notice from LICENSOR, to immediately discontinue the distribution or sale of the Licensed Products or
the use of any packaging or promotional material which does not contain the requisite legal legends; or


 


d.fails
to make timely payment of Royalties when due two or more times during any twelve-month period, in each case after having been
given written notice of such default and having failed to cure same within ten (10 days after receipt of such written notice.


 


12. POST
TERMINATION RIGHTS


 


Upon the expiration
or termination of this Agreement, all of the rights of LICENSEE under this Agreement shall forthwith terminate and immediately
revert to LICENSOR and LICENSEE shall immediately discontinue all use of the IP at no cost whatsoever to LICENSOR.


 


13. GOOD
WILL 


 


LICENSEE recognizes
the value of the good will associated with the Trademarks and acknowledges that the Trademarks and all rights therein including
the good will pertaining thereto, belong exclusively to LICENSOR.


 


14. INDEMNITY


 


LICENSEE agrees
to defend and indemnify LICENSOR, its officers, directors, agents and employees, against all costs, expenses and losses (including
reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSOR based on the manufacture or sale
of the Licensed Products by LICENSEE including, but not limited to, actions founded on product liability.


 


15. JURISDICTION
AND DISPUTES


 


a.
This Agreement shall be governed in accordance with the laws of the State of Florida.


 


b.
All disputes under this Agreement shall be resolved by the courts of the State of Florida, including the United States District
Court for the Middle District of Florida, and the parties all consent to the jurisdiction of such courts, agree to accept service
of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.


 


16. AGREEMENT
BINDING ON SUCCESSORS


 


The provisions
of this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors
and assigns.


 


17. WAIVER


 


No waiver by
either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this
Agreement.


 






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18. SEVERABILITY


 


If any term,
clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect
the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to
be severed from the Agreement.


 


19. NO JOINT
VENTURE


 


Neither party
is, nor will be deemed to be, an agent, legal representative, joint venture, partner, or employee of the other party for any purpose.
Neither party will be entitled to (a) enter into any contracts in the name of or on behalf of the other Party, (b) pledge the
credit of the other party in any way or hold itself out as having authority to do so, or (c) make commitments or incur any charges
or expenses for or in the name of the other party. Each party shall be solely responsible for payment of all compensation owed
to its personnel (and all tax withholding with respect thereto), including payment, if any, of employment-related taxes and worker's
compensation insurance premiums. The parties are and shall be independent contractors.


 


20. OPERATIONS
AND EXPENSES


 


Subject to
the express provisions of this Agreement, the detailed operations and activities of DISTRIBUTOR in acting as distributor for the
Licensed Products under this Agreement are subject to the sole control and management of DISTRIBUTOR.


 


21. ASSIGNABILITY


 


a.Provided
that LICENSEE complies with the provisions of subparagraph b. of this Section 21, LICENSEE may freely assign its rights under
this Agreement to the purchaser in a sale of all or substantially all of the assets of LICENSEE, or to the surviving entity in
a merger of LICENSEE with and into another entity, in either case without obtaining the prior consent of LICENSOR.


 


b.If
at any time during the Term LICENSEE desires to assign its rights under this Agreement as provided in subparagraph a. above in
connection with either an asset sale transaction or a merger transaction, or in the event Licensee desires to sell the Gasifier
(any such transaction, a “Proposed Transaction”), LICENSEE shall first present to LICENSOR in writing the terms and
conditions under which the Proposed Transaction would be closed (the “Offer Notice”), which shall constitute an offer
by LICENSEE to close the Proposed Transaction with LICENSOR on the terms and conditions set forth in the Offer Notice. LICENSOR
shall have sixty (60) days after receipt by LICENSOR of an Offer Notice (the “Exercise Deadline”) within which to
enter into a definitive and binding agreement (without a financing contingency) for the Proposed Transaction on the same terms
and conditions as set forth in the Offer Notice, or to waive its right to close the Proposed Transaction; and, if LICENSOR does
execute said definitive and binding agreement by the Exercise Deadline, LICENSOR shall have the same number of days after the
date of execution thereof as is contemplated in the Offer Notice (the “Closing Deadline”) to close the Proposed Transaction.
If LICENSOR does execute said definitive and binding agreement by the Exercise Deadline, but LICENSOR fails to close the Proposed
Transaction by the Closing Deadline (for any reason other than a default by LICENSEE), then LICENSEE shall not thereafter be required
to comply with the provisions of this subparagraph b. as a condition to assignment, and LICENSEE may thereafter freely assign
its rights under this Agreement to the purchaser in a sale of all or substantially all of its assets, or to the surviving entity
in a merger with and into another entity, in either case without obtaining the prior consent of LICENSOR. If LICENSOR gives written
notice of waiver of its right or fails to execute a definitive and binding agreement for the Proposed Transaction by the Exercise
Deadline, LICENSOR shall be conclusively deemed to have waived its right to close the Proposed Transaction with LICENSEE on the
terms and conditions described in the Offer Notice, and LICENSEE may thereafter close the Proposed Transaction with a third party
materially in accordance with the terms and conditions described in the Offer Notice (including an assignment of all rights under
this Agreement) without the necessity of further notice to or consent from LICENSOR, provided that such closing shall occur within
180 days after the Exercise Deadline. Without limiting the foregoing, a sale or merger by LICENSEE in which the value of the consideration
to LICENSEE (or LICENSEE’s members, as applicable) is greater than or not less than eighty percent (80%) of the value of
the consideration set forth in the Offer Notice shall be deemed to be materially in accordance with the consideration set forth
in the Offer Notice. If LICENSEE does not close the Proposed Transaction materially in accordance with the terms and conditions
described in the Offer Notice within 180 days after the Exercise Deadline, then LICENSEE may not assign its rights under this
Agreement unless LICENSEE again complies with the provisions of this subparagraph.


 






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c.If
LICENSEE closes a Proposed Transaction with a third party as provided in subparagraph b. above, LICENSEE’s assignee (and
any subsequent assignee) shall not be required to comply with the provisions of subparagraph b. as a condition to assignment,
and LICENSEE’s assignee (and any subsequent assignee) may freely assign its rights under this Agreement to the purchaser
in a sale of all or substantially all of its assets, or to the surviving entity in a merger with and into another entity, in either
case without obtaining the prior consent of LICENSOR.


 


22. INTEGRATION


 


This Agreement
constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, including
any option agreements which may have been entered into between the parties, and is intended as a final expression of their Agreement.
It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.
This Agreement shall take precedence over any other documents which may be in conflict with said Agreement.


 


 


 


[SIGNATURES
ON FOLLOWING PAGE]


 


 






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IN WITNESS
WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this Agreement effective as of the date
first set forth above.


 








	 	MAGNEGAS CORPORATION
	 	 
	 	By:	 
	 	Name:	Ermanno Santilli
	 	Title:	President and CEO
	 	Date:	November 10, 2015


 


 


	 	GREEN ARC SUPPLY, LLC 
	 	 
	 	By:	 
	 	Name:	Clinton Rafe Dean
	 	Title:	Manager
	 	Date:	November 10, 2015







 


 




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EXHIBIT “A”


 


1. Licensed
IP 


 


The following
trademarks (the “Trademarks”) are licensed pursuant to this Agreement:


 





MagneGas
(TM)


MagneTote(TM)


 





The following
patents (the “Patents”) are licensed pursuant to this Agreement:


 


U. S. Patent No. 6,926,872 –issued
on August 9, 2005, expires 2021 entitled Apparatus and Method for Producing a Clean Burning Combustible Gas With Long Life Electrodes
and Multiple Plasma-Arc-Flows;


 


U. S. Patent No. 6,972,118–
issued on December 6, 2005, expires 2021,entitled Apparatus and Method for Processing Hydrogen, Oxygen and Other Gases;


 


U. S. Patent No. 7,780,924–
issued August 24, 2010 expires 2026 entitled Operating Under High Power, Pressure and Temperature Conditions to Produce A Combustible
Gas.


 


U. S. Patent No. 8,236,150 –
issued on August 20, 2012, expires 2030, entitled, "Plasma-Arc-Through Apparatus and Process for Submerged Electric Arcs."


 


U.S. Patent No. 6183604 –
issued on August 11, 1999, expires 2019 entitled “Durable and Efficient Equipment for the Production of Combustible Fuels.”


 


U.S. Patent No. 6540966 –
issued on June 5, 2000, expires in 2020 entitled “Apparatus and Method for Recycling Contaminated Liquid”


 


U.S. Patent No. 6673322 issued
June 29, 2001, expires 2021 entitled  “Apparatus for Making a Highly Efficient, Oxygen Rich Fuels”


 


U.S. Patent No. 6663752 issued October
3, 2001 expires 2021 entitled “Clean Burning Liquid Fuel Produced Via a Self Sustaining Processing of Liquid Feedstock”


 


“Know-How”
means proprietary and confidential technical information that LICENSOR or any of its Affiliates has developed, Controlled or acquired
or currently or hereafter develops, Controls, or acquires relating to the Patents or to the Licensed Products, regardless of whether
patentable, including operating procedures, engineering methods, production methods and processes, performance data, test data,
drawings, plans, specifications, techniques, methods, manufacturing drawings, processes and reports.


 


“Affiliate”
of a party shall mean any person directly or indirectly controlling, controlled by or under common control of such party. For
purposes of this definition, “control” and “controlled” when used with respect to a person that is an
entity means the power to influence the management and policies of such person, whether through the ownership of voting securities,
by contract or otherwise.


 






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“Control,”
“Controlled” and similar correlative terms, whether or not capitalized, when used with respect to any of the IP or
the Licensed Products, means any and all rights, powers, privileges, and immunities held by a person and such person’s Affiliates,
whether by ownership, license, or otherwise.


 


2. Licensed
Products 


 


The following
are the sole Licensed Products in this Agreement:


 


The production
of MagneGas fuel for use in metal cutting or welding only. The Licensed Products specifically exclude the Manufacturing of the
Plasma Arc Flow gasification system, and excludes the use of the gasification system for sterilization or co-combustions.


 


3. Territory



 


The “Territory”
is comprised of the Exclusive Territory and the Non-Exclusive Territory.


 


a.The license
granted to LICENSEE shall be exclusive in the Exclusive Territory. The following shall constitute the original “Exclusive
Territory” for LICENSEE:


 


Louisiana
Parishes 


 


The Louisiana
parishes listed on Schedule 1 to this Exhibit A.


 


Texas Counties


 


The Texas counties
listed on Schedule 1 to this Exhibit A.


 


In order to
maintain exclusivity in the Exclusive Territory, as defined above, beginning with the fourth full year of the initial 10-year
Term LICENSEE must sell not less than an average of fifteen thousand six hundred (15,600) cubic feet of MagneGas fuel per week,
calculated annually. The first such annual calculation shall be made on the fourth anniversary of the Commissioning Date (as defined
in the Purchase Agreement), and shall thereafter be made on each subsequent anniversary of the Commissioning Date, as follows:


 


(Total cubic
feet of MagneGas fuel sold by LICENSEE during period beginning on the third anniversary of the Commissioning Date and ending on
the date of calculation) divided by (number of weeks from third anniversary of the Commissioning Date to the date of calculation)
equals (average cubic feet of MagneGas fuel sold per week by LICENSEE).





 


Should minimum
sales performance standards not be achieved, the exclusive license granted herein shall become non-exclusive and the Exclusive
Territory shall thereafter be deemed part of the Non-Exclusive Territory.


 






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b.The license
granted to LICENSEE shall be non-exclusive in the Non-Exclusive Territory. The following shall constitute the original “Non-Exclusive
Territory” for LICENSEE:


 


Oklahoma


Arkansas


Mississippi


Texas Counties not listed in Exclusive
Territory


Louisiana Parishes not listed in
Exclusive Territory


 


c.If at
any time during the Term LICENSOR desires to grant to a third party an exclusive license to use the IP to manufacture, distribute
or sell Licensed Products in the Non-Exclusive Territory (the “Proposed License”), LICENSEE has a right of first refusal
to obtain such a license on the following terms and conditions: LICENSOR shall first provide LICENSEE with written notice (the
“First Refusal Notice”) of the Proposed License, enclosing therewith a true and correct copy of the written agreement
between LICENSOR and the intended licensee, together with a sworn certification that said agreement evidences all of the terms
and conditions of the proposed license (the “Proposed Terms”) and the identity of and contact information for the
intended licensee. LICENSEE shall have thirty (30) days after receipt by LICENSEE of a First Refusal Notice (the “Exercise
Deadline”) within which to enter into a written agreement with LICENSOR to obtain the Proposed License on the Proposed Terms,
or to waive such right. If LICENSEE gives written notice of waiver of its right or fails to enter into a written agreement with
LICENSOR to obtain the Proposed License on the Proposed Terms by the Exercise Deadline, LICENSEE shall be conclusively deemed
to have waived its right to acquire the Proposed License on the Proposed Terms, and LICENSOR may thereafter grant the Proposed
License on the Proposed Terms to the licensee identified in the First Refusal Notice, provided that the consummation of such grant
shall occur within 90 days after the Exercise Deadline. Upon consummation of the grant of the Proposed License to the licensee
identified in the First Refusal Notice, LICENSEE’s rights to manufacture, distribute or sell (as applicable) Licensed Products
in the portion of the Non-Exclusive Territory covered by the Proposed License shall terminate. If LICENSOR does not grant the
Proposed License on the Proposed Terms to the licensee identified in the First Refusal Notice within 90 days after the Exercise
Deadline, then no grant of a license may be made unless LICENSOR again complies with the provisions of this paragraph.


 


 




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Schedule 1


to Exhibit A


 


See Attached Map of Original Exclusive
Territory, as described below:


 


For Texas: Exclusive Territory is
the section that is blocked off in TX (bounded by a thick black border).


For Louisiana: The Exclusive Territory
is a 70-mile radius around each starred city in Louisiana (up to the Louisiana border in the event 70 miles exceeds the border
in any specific case).


 











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