Exhibit 10.1


 





GASIFIER PURCHASE AGREEMENT


 


THIS GASIFIER PURCHASE
AGREEMENT (this “Agreement”) is made as of this 10th day of November, 2015 (the “Effective Date”),
by and between MAGNEGAS CORPORATION, a Delaware corporation (“MagneGas”) and GREEN ARC SUPPLY, L.L.C.,
a Louisiana limited liability company (“GAS”). MagneGas and GAS are each referred to herein individually as
a “Party,” and jointly as the “Parties.”


 


RECITALS


 


A.MagneGas is engaged in the business
of developing and manufacturing Gasifiers (as defined below) that operate with MagneGas’ proprietary technology to generate
a proprietary gaseous fuel from certain waste products (the “MagneGas Fuel”).


 


B.GAS is a company
doing business in Louisiana and Texas with access to a distribution network in Louisiana, Texas and other states for potential
marketing of MagneGas Fuel.


 


C.MagneGas and
GAS have entered into that certain Distribution and License Agreement of even date herewith (the “License Agreement”),
pursuant to which GAS is granted a license to manufacture, market, distribute and sell MagneGas Fuel within a limited territory
and subject to the terms and conditions described therein.


 


D.As a condition
to the License Agreement, MagneGas shall sell and GAS shall purchase a MagneGas gasification system meeting the specifications
described herein (the “Gasifier”).


 


E.The purpose of
this Agreement is to set forth the terms and conditions upon which MagneGas will sell to GAS and GAS will purchase the Gasifier
from MagneGas, and the respective duties, obligations, and responsibilities of each of the Parties.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:


 


OPERATIVE TERMS AND CONDITIONS


 





	 	1.	DEFINITIONS







 


In addition to any
other term defined elsewhere in this Agreement, the following terms shall have the respective meanings set forth below.


 


1.1“Affiliate”
means any legal entity that is owned by, owns, or is under common Ownership with a party. "Ownership" means more than
50% of the voting interests of a Party, whether attained through stock or equity ownership or through a contractual arrangement.


 


1.2
“Confidential Information” shall have the meaning set forth in Section 12.1.


 






    	 		 



     


    

  


1.3“Construction
Completion Deadline” shall have the meaning set forth in Section 4.4.


 


1.4
“GAS Indemnified Parties” shall have the meaning set forth in Section 11.1.


 


1.5“Facility”
shall have the meaning set forth in Section 3.3.


 


1.6“Force
Majeure Event” shall have the meaning set forth in Section 13.1.


 


1.7“Gasifier”
shall mean a 100KW Plasma Arc Gasifier manufactured by MagneGas based on technology which gasifies liquid waste (the Vertical Gasification
Gasifier) as specified on Exhibit A. 


 


1.8“Initial
Deposit” shall have the meaning set forth in Section 4.2.


 


1.9Reserved.


 


1.10
“Losses” shall mean any and all damages, settlement amounts, assessments, fines, dues, penalties and other costs
and expenses (including, without limitation, court costs, interest and reasonable fees of attorneys, accountants and other experts)
required to be paid to third parties with respect to the claim, suit, or action in question by reason of any judgment, order, decree,
stipulation or injunction, or any settlement entered into in accordance with the provisions of this Agreement, together with all
documented out-of-pocket costs and expenses incurred in complying with any judgments, orders, decrees, stipulations and injunctions
that arise from or relate to such claim, suit, or action.


 


1.11“MagneGas
Fuel” shall mean the fuel manufactured by a MagneGas Gasifier as defined in the Recitals to this Agreement.


 


1.12
“MagneGas Indemnified Party” shall have the meaning set forth in Section 11.2.


 


1.13
“Notice of Completion” shall have the meaning set forth in Section 4.3.


 


1.14“License
Agreement” shall have the meaning ascribed to that term in the Recitals to this Agreement.


 


1.15“Person”
or “person” shall mean any natural person, corporation, partnership, limited liability company, proprietorship,
association, trust, or other legal entity.


 


		2.	RESERVED.



 


		3.	PURCHASE
                                         AND SALE COMMITMENT



 


3.1Sale
of Gasifier. Subject to the terms and conditions herein, MagneGas does hereby sell to GAS, and GAS does hereby purchase from
MagneGas, one (1) Gasifier as identified on Exhibit A. Notwithstanding the foregoing, in the event that Exhibit
A identifies a 100KW Gasifier, MagneGas may, in its sole option, deliver a 200 KW Gasifier.


 






    	 	2	 



     


    

  


3.2Purchase
Price. The purchase price for the Gasifier is Seven Hundred Seventy-five Thousand and No/100 Dollars ($775,000.00) (the “Purchase
Price”).


 


3.3Delivery
Commitment. Delivery of the Gasifier will be to GAS’s leased facility in Flint, Texas (the “Facility”).
Subject to the provisions of Sections 4.5 and 4.6 below, MagneGas shall also pay for the cost of transportation to the Facility
for installation.


 


		4.	DEPOSIT,
                                         PAYMENT AND DELIVERY



 


4.1Manner
of Payment: Currency. All payments for the Purchase Price of the Gasifier or otherwise in connection therewith shall be calculated
and paid in U.S. Dollars and shall be paid by cash wire transfer to an account in the name of MagneGas at SunTrust Bank pursuant
to wire instructions that MagneGas will provide to GAS.


 


4.2Initial
Deposit. A non-refundable deposit of Ten Thousand and no/100 U.S. Dollars (U.S. $10,000.00) has been paid by GAS prior to this
date and is hereby acknowledged (the “Initial Deposit”).


 


4.3Payments.
Payment of the Seven Hundred Sixty-five Thousand and no/100 Dollars ($765,000.00) balance of the total Purchase Price shall be
due to MagneGas as follows: (a) Three Hundred Eighty-two Thousand Five Hundred and No/100 Dollars ($382,500.00) contemporaneously
with the execution of this Agreement; (b) One Hundred Ninety-one Thousand Two Hundred Fifty and No/100 Dollars ($191,250.00) upon
written certification by MagneGas to GAS that construction of the Gasifier is 75% complete; and (c) One Hundred Ninety-one Thousand
Two Hundred Fifty and No/100 Dollars ($191,250.00) upon delivery by MagneGas of a Notice of Completion (as hereinafter defined).
MagneGas shall be under no obligation to commence manufacture of the Gasifier until receipt of the $382,500.00 payment due contemporaneously
with the execution of this Agreement.


 


4.4Completion
Deadline and Delivery. MagneGas shall have nine (9) months from the payment of the initial $382,500.00 due upon execution of
this Agreement to complete manufacture of the Gasifier (the “Construction Completion Deadline”). The Gasifier
shall be deemed to have been completed when MagneGas notifies GAS that it has completed construction of the Gasifier and has tested
it to produce MagneGas (a “Notice of Completion”).


 


4.5Transfer
of Title/Shipment and Delivery. Title to the Gasifier will transfer to GAS upon MagneGas’s issuance of a Notice of Completion
and the full payment of the Purchase Price by GAS. Subject to the provisions of Section 4.6 below, freight, insurance,
transportation and all other costs associated with shipment to the Facility shall be borne solely by MagneGas, and are included
in the Purchase Price, with GAS to be named as an additional insured party under any insurance policy covering the Gasifier while
in transit. Title and risk of loss passes to GAS upon issuance of the Notice of Completion and prior to shipment of the Gasifier
out of the MagneGas facilities.


 






    	 	3	 



     


    

  


4.6Shipping
and Delivery Terms.


 


(i)The
Gasifier will be packed and shipped in a commercially reasonable manner mutually agreed by the parties, consistent with industry
standards, and in compliance with applicable law.


 


(ii)GAS
will be responsible for bringing all utilities (water, electricity etc.) to the Facility where the Gasifier will be installed.
GAS will be responsible for obtaining all required governmental permits and for preparing the site and surrounding area in its
entirety for the delivery and set up of the Gasifier, including ensuring that the site meets the specifications set forth on Exhibit
B. MagneGas will be responsible for providing two technicians, at its sole expense, to assist with the installation of
the Gasifier.


 


4.7Fuel
Supply. Until the Commissioning Date (as hereinafter defined) for the Gasifier, MagneGas shall provide MagneGas Fuel from its
Florida facilities to GAS, to the extent such fuel is available and not otherwise committed, at the price of $15.00 per 140 cubic
foot cylinder, plus shipping costs, net thirty (30) day terms.


 


4.8Future
Gasifier Purchases. MagneGas will sell additional Gasifiers (having the same specifications as the Gasifier purchased and sold
hereunder, but subject to the variations specified in this paragraph) to GAS for installation anywhere within the Territory (as
defined in the License Agreement), at the same price and on the same terms and conditions as set forth in this Agreement, except
for price increases which may be implemented by MagneGas solely to reflect increased cost of labor or materials. The Gasifiers
to be sold hereby are subject to changes in configuration or specifications as may be required by applicable regulations or safety
standards or requirements of the gasification system.


 


		5.	ADDITIONAL
                                         OBLIGATIONS OF THE PARTIES



 


5.1Training.
At its sole expense, MagneGas shall provide at least one and up to 10 members of GAS personnel with training relating to the
operation of the Gasifier at the Facility. For such purpose, subsequent to shipment of the Gasifier to the Facility, MagneGas will
provide the services of one MagneGas technician to GAS for a period of two (2) continuous weeks to provide training at the Facility,
as may be required, and commissioning of the Gasifier. Upon completion of such period, MagneGas will certify the Gasifier as operational
in accordance with such standards as the parties have accepted as set forth on Exhibit C (the “Commissioning
Date”). 


 


5.2Service
and Repair. MagneGas shall provide a service kit containing the items identified on Exhibit A with the Gasifier
delivered to the Facility, to support one (1) year of component failures, at no additional cost.


 






    	 	4	 



     


    

  


5.3Compliance
with Law; Licenses and Approvals. Each Party shall comply in all material aspects with all laws, rules, regulations, and other
governmental requirements applicable to such Party’s performance or obligations under this Agreement, and shall obtain and
maintain all material governmental permits, licenses, and consents required in connection therewith. For clarification purposes,
GAS shall be responsible for all permits, licenses, consents and any other compliance relative to the operation of the Gasifier
or use of MagneGas Fuel in the facility and in the Territory (as defined in the License Agreement).


 


5.4Independent
Contractors. Neither MagneGas nor GAS is, nor will any of them be deemed to be, an agent, legal representative, joint venturer,
partner, or employee of the other for any purpose during the construction of the Gasifier. For avoidance of doubt, neither MagneGas
nor GAS will be entitled to (a) enter into any contracts in the name of or on behalf of each other, (b) pledge the credit of any
party other than itself 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 each other. As to each other, for purposes of this Agreement, MagneGas and GAS shall
be independent contractors.


 


6.            NO
LICENSE GRANTED. The purchase of the Gasifier does not comprise a grant of any license to GAS
to use the name “MagneGas” or to sell or distribute any MagneGas Fuel. Any rights to such a license exist and are granted
only pursuant to the terms of the License Agreement. 


 


		7.	SURVIVAL



 


All of the
respective obligations, representations and disclaimers of the Parties set forth in this Agreement shall survive the execution
and delivery of this Agreement and the delivery of the Gasifier to the Facility.


 


		8.	REPRESENTATIONS
                                         AND WARRANTIES; DISCLAIMER OF ADDITIONAL WARRANTIES; COVENANTS BY GAS



 


8.1By
Both Parties. Each Party represents and warrants to the other Party that (a) it has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement, (b) it is not a party to any agreement or understanding, and knows
of no law or regulation, that would prohibit it from entering into and performing its obligations under this Agreement, or that
would conflict with this Agreement, and (c) when executed and delivered by it, this Agreement will constitute a legal, valid and
binding obligation of it, enforceable against it in accordance with the terms hereof.


 


8.2Additional
Warranties of MagneGas. MagneGas additionally represents and warrants to GAS that (a) it owns or has sufficient rights to manufacture
and sell the Gasifier that will be supplied pursuant to this Agreement, (b) title to the Gasifier will be conveyed to GAS free
and clear of any liens or encumbrances, (c) it has sufficient manufacturing capacity and access to sufficient quantities of raw
materials and component parts, materials and ingredients to produce and provide the Gasifier to which it has committed hereunder,
(d) such Gasifier is protected by patents issued by the US Patent and Trademark Office (the “USPTO”) or is otherwise
covered by patents pending with the USPTO, and to the best knowledge of MagneGas does not infringe on the intellectual property
of any third party in the United States, (e) such Gasifier, at the time of shipment, and for a period of one year thereafter, will
conform in all material respects with the agreed-upon specifications for such Gasifier as set forth on Exhibit A,
(f) such Gasifier shall be fit for its intended purpose, reasonably safe for use in accordance with the instructions provided to
GAS in writing, and free from any defects in design or manufacturing, and (g) that as of the date hereof the use of the Gasifier
to make MagneGas Fuel complies with the applicable laws and regulations of the United States and Florida, and that MagneGas has
made and will make available to GAS all third party reports received by it certifying or relating to such compliance or to the
content of emissions from the Gasifier during the processing or manufacturing of MagneGas Fuel. MagneGas makes no representation
as to the Gasifier’s compliance with the laws and regulations of any country other than the United States of America, and
has not undertaken to determine whether use of the Gasifier in Texas is compliant with local laws and regulations. MagneGas also
provides the specific warranties contained in Exhibit C hereto.


 






    	 	5	 



     


    

  


8.3Additional
Warranties of GAS. GAS additionally represents and warrants to MagneGas that neither GAS nor any of its representatives
will intentionally make any oral or written representations which vary materially from the specifications, warranties, or representations
by MagneGas with respect to the Gasifier or the MagneGas Fuel as stated in packaging or written documentation provided in writing
by MagneGas to GAS relating to the Gasifier or MagneGas Fuel. GAS acknowledges that GAS is solely responsible for ensuring compliance
with Texas laws, including, but not limited to, all environmental laws and regulations and all applicable laws and regulations
at the state and local levels in Texas, during the initial installation of the Gasifier in the Facility for the manufacture of
the MagneGas Fuel. GAS further warrants and covenants that it will not reverse engineer, grant access to the Gasifier to third
parties for the purpose of reverse engineering, or otherwise misappropriate the Gasifier technology. GAS acknowledges that the
foregoing covenant is particularly important to MagneGas and that MagneGas is relying on this covenant and on the confidentiality
provisions of Section 12 hereof in order to enter into this Agreement. GAS will further promptly notify MagneGas
if and when it becomes aware of any apparent infringement of the MagneGas technology in Texas.


 


8.4Disclaimer
of Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE
OTHER, AND ALL SUCH OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.


 


8.5Warranty
Remedies. IN THE EVENT OF ANY BREACH OF ANY OF THE GASIFIER WARRANTIES CONTAINED HEREIN, GAS MAY REQUIRE THE REPAIR OR REPLACEMENT
OF THE DEFECTIVE GASIFIER OR PART, OR RETURN OF THE PRICE PAID BY GAS.


 


		9.	[RESERVED]



 


		10.	LIMITATIONS
                                         OF LIABILITY



 


10.1Limitation
on Certain Damages. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS, OR GOODWILL) IN CONNECTION WITH THE GASIFIER, THE MAGNEGAS
FUEL OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT,
STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF LIABILITY REFLECTS A DELIBERATE AND BARGAINED FOR ALLOCATION OP RISKS BETWEEN GAS AND MAGNEGAS AND
IS INTENDED TO BE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AVAILABLE UNDER THIS AGREEMENT, INCLUDING ANY FAILURE OF SUCH REMEDIES
TO ACHIEVE THEIR ESSENTIAL PURPOSE.


 


10.2THE
TOTAL LIABILITY OF MAGNEGAS FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED
IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET DAMAGES, INCLUDING
BUT NOT LIMITED TO GOVERNMENTAL FINES. IN THE EVENT THAT THE LIABILITY FOR LOSS AND/OR DAMAGE ARISES IN CONNECTION WITH THE MALFUNCTION
OF A GASIFIER OR PART THEREOF, AT MAGNEGAS’s OPTION, MAGNEGAS MAY INSTEAD REPAIR OR REPLACE SUCH PRODUCTS, BUT IN NO EVENT
SHALL MAGNEGAS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY PRODUCT DEFECT.


 


10.3IN
THE EVENT OF A TERMINATION OF THIS AGREEMENT BY MAGNEGAS DUE TO A FORCE MAJEURE EVENT AS SET OUT IN SECTION 13.1, MAGNEGAS’
SOLE OBLIGATION HEREUNDER AND GAS’ SOLE REMEDY SHALL BE THE RETURN OF THE $775,000.00 PURCHASE PRICE.


 






    	 	6	 



     


    

  


10.4Essential
Part of the Bargain. The Parties acknowledge that the limitations of liability set forth in this Article 10 are
an essential element of this Agreement between the Parties, and that the Parties would not have entered into this Agreement but
for such limitations of liability.


 


		11.	INDEMNIFICATION



 


11.1Indemnification
by MagneGas. MagneGas shall defend and/or settle any and all third party claims, suits, and actions asserted against GAS, its
Affiliates, or their respective employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors,
and assigns (each, a “GAS Indemnified Party”), to the extent such claims, suits or actions arise from or are
based on (i) any breach by MagneGas of any of its representations, or warranties set forth in Article 8 or (ii) an
actual or alleged claim of infringement or misappropriation of a patent, copyright, trademark or trade secret of any third party
in connection with GAS’s use of the Gasifier. All settlements under this Section 11.1 shall be subject to discussion
with GAS and shall require the prior written consent of both Parties. GAS (and the applicable GAS Indemnified Parties) shall at
all times have the option, at its own expense, to participate in the defense or settlement of the claim, suit, or action (including,
without limitation, through counsel of its own selection). In addition, MagneGas shall indemnify and hold harmless the GAS Indemnified
Parties from and against any and all Losses suffered or incurred by any of them in connection with any such claims, suits, or actions.


 


11.2Indemnification
by GAS. GAS shall defend and/or settle any and all third party claims, suits, and actions asserted against MagneGas, its Affiliates,
or their respective employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors, and assigns
(each, a “MagneGas Indemnified Party”), to the extent such claims, suits or actions arise from or are based
on any breach by GAS of any of its representations or warranties set forth in Article 8. All settlements under this
Section 11.2 shall be subject to discussion with MagneGas and shall require the prior written consent of both Parties.
MagneGas (and the applicable MagneGas Indemnified Parties) shall at all times have the option, at its own expense, to participate
in the defense or settlement of the claim, suit, or action (including, without limitation, through counsel of its own selection).
In addition, GAS shall indemnify and hold harmless the MagneGas Indemnified Parties from and against any and all Losses suffered
or incurred by any of them in connection with any such claims, suits, or actions.


 






    	 	7	 



     


    

  


		12.	CONFIDENTIALITY



 


12.1Confidential
Information. As used in this Agreement, “Confidential Information” means any material or information disclosed
by either Party to the other Party, in writing, orally or by inspection of tangible objects (including, without limitation, material
or information relating to such Party’s research, development, customers, prospective customers, markets, finances, or other
business interests or trade secrets), which is designated in writing as “Confidential,” “Proprietary”
or some similar designation.


 


12.2Confidentiality
and Non-Use. Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential
Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential
Information to any third party, except to its attorneys and other advisors provided that such third party agrees in writing to
abide by restrictions on confidentiality and non-use that are substantially the same as those set forth herein. Without limiting
the foregoing, each Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential
information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information
of the other Party. Each Party will promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure
of the other Party’s Confidential Information.


 


12.3Exceptions.
The provisions of this Article 12 shall not apply to material or information that: (a) was in the public domain at
the time it was disclosed or has become in the public domain through no fault of the receiving Party; (b) was known to the receiving
Party, without restriction, at the time of disclosure (other than through a disclosure to the receiving Party by the disclosing
Party prior to the Effective Date), as demonstrated by documentation in existence at the time of disclosure; (c) is disclosed with
the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without use of any Confidential
Information of the disclosing Party; (e) becomes known to the receiving Party, without restriction, from a third party not bound
by an obligation of confidentiality; or (f) is disclosed generally to third parties by the disclosing Party without restrictions
similar to those contained in this Article 12. In addition, the receiving Party may disclose the other Party’s
Confidential Information to the extent such disclosure is required by law or by order or requirement of a court, administrative
agency, or other governmental body, provided that the receiving Party provides prompt notice thereof to the disclosing Party so
as to afford the disclosing Party reasonable opportunity to seek a protective order or otherwise prevent or restrict such disclosure.


 






    	 	8	 



     


    

  


12.4Confidentiality
of Agreement. The terms and conditions of this Agreement, but not its existence, shall be treated as Confidential Information
of each Party. Upon the advance written consent of both Parties, not to be unreasonably withheld, the Parties may elect to issue
press releases or other forms of publicity regarding the specific terms and conditions of this Agreement or regarding the business
relationship under this Agreement.


 


		13.	GENERAL
                                         PROVISIONS



 


13.1Force
Majeure. Neither Party shall be considered in default of its performance of any obligation hereunder (other than an obligation
to make any payment due hereunder) to the extent that performance of such obligation is prevented or delayed by any act of God
or other cause beyond such Party’s reasonable control, including, without limitation, any act, failure to act, or delay in
acting on the part of any governmental authority (including the imposition of regulations which would prohibit the sale or manufacture
of the Gasifier or of MagneGas Fuel or which would require additional research and development and with which a Party would be
unable to comply within a reasonable time); strikes or other labor difficulties; accidents or disruptions such as fire, explosion,
terrorism, flood, epidemics, unanticipated breakdown, failure, or delay of third party essential machinery or telecommunications
services, or civil disturbance (each, a “Force Majeure Event”). If any Force Majeure Event does arise, occur,
or result, the Party subject thereto shall use commercially reasonable efforts to minimize the consequences of such Force Majeure
Event and to overcome such Force Majeure Event as soon as reasonably possible. A Party desiring to rely upon any Force Majeure
Event as an excuse for failure, default, or delay in performance shall provide the other Party with a written description of the
facts giving rise to said event when it arises and statement claiming Force Majeure giving rise to suspension of the Parties’
obligation hereunder during the pendency of such conditions of Force Majeure. If such Party is not able to perform within ninety
(90) days after the event giving rise to the excuse of Force Majeure, the other Party may terminate this Agreement.


 






    	 	9	 



     


    

  


13.2Assignment;
Binding Effect. GAS may assign its rights under this Agreement to the purchaser in a sale of all or substantially all of the
assets of GAS, or to the surviving entity in a merger of GAS with and into another entity, provided that the assignee is a permitted
assignee of GAS’s rights under the License Agreement under the provisions for assignment set forth therein. Except as set
forth in the preceding sentence, neither Party may, assign, delegate, or otherwise transfer this Agreement, or any of its rights
or obligations hereunder without the prior written consent of the other Party, and any such assignment, delegation, or transfer
shall be null and void. Subject to the foregoing, all of the terms and conditions of this Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and assigns.


 


13.3No
Rights In Third Parties. Nothing in this Agreement will confer any rights upon any person other than the Parties and their
respective successors and assigns.


 


13.4Choice
of Law: Jurisdiction. This Agreement and its subject matter shall be governed by and interpreted in accordance with the laws
of the State of Florida, without reference to any principles governing conflicts of law that might cause the laws of any other
jurisdiction to apply.


 


13.5Legal
Fees. If either Party brings an action against the other Party in order to enforce the terms and conditions of this Agreement,
the non-prevailing Party in such action shall pay all reasonable costs and expenses (including attorneys’ fees) incurred
by the prevailing party.


 


13.6Notices.
All notices required under this Agreement shall be deemed effective upon receipt and shall be (a) delivered personally, (b) sent
via overnight delivery using a nationally recognized courier service (e.g., UPS or FedEx), to the Party to be notified, at the
address(es) for such Party set forth below, or at such address(es) of which such Party has provided notice in accordance with the
provisions hereof, as follows:


 





	 	To
    MagneGas:	150
    Rainville Rd
	 	 	Tarpon
    Springs, FL 34689
	 	 	Attn:  Ermanno
    Santilli, CEO
	 	 	 
	 	with
    a copy to:	Shutts
    & Bowen LLP
	 	 	4301
    W. Boy Scout Blvd., Suite 300
	 	 	Tampa,
    FL  33607
	 		Attn:
    Olga M. Pina, Esq
	 	 	 
	 	To GAS:	1845
    Highway 3062
	 		Homer,
    LA 71040
	 		Attn:
    Clinton Rafe Dean, Manager
	 	 	 
	 	with
    a copy to:	Wiener,
    Weiss & Madison, APC
	 	 	333 Texas
    Street, Suite 2350
	 	 	Shreveport,
    LA 71101
	 	 	Attn:
    Cliffe C. Laborde III







  






    	 	10	 



     


    

  


13.7Entire
Agreement; Amendments. This Agreement, including any Exhibits and Schedules hereto, sets forth the entire agreement and understanding
of the Parties with respect to its subject matter. All prior and contemporaneous agreements and understandings between the Parties,
whether oral or written, are hereby superseded in their entirety by this Agreement. This Agreement may be amended, modified, or
supplemented only by a written instrument duly executed by each of the Parties.


 


13.8No
Waivers. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition herein
will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition, or of any other
term or condition, by the other Party.


 


13.9Severability.
If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to reflect the
fullest legal and enforceable expression of the intent of the Parties or, if not possible, severed, and the remainder of this Agreement
will not be affected thereby. Notwithstanding the foregoing, the limitations of liability in Article 11 and the indemnification
provisions in Article 12 are considered by the Parties to be integral to this Agreement and may not be modified or
severed from this Agreement.


 


13.10Interpretation.
The Section, Article, and Exhibit headings contained in this Agreement are for reference purposes only, and shall not control or
affect the construction of this Agreement or the interpretation thereof in any respect. Unless otherwise expressly indicated, all
references to Sections, Articles, and Exhibits are to the Sections, Articles, Exhibits and Schedules of this Agreement.


 


13.11 Counterparts. 
This Agreement may be executed in two or more counterparts, each of which shall be binding as of the Effective Date, and all of
which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary
in making proof of his Agreement to produce or account for more than one such counterpart. Facsimile or electronically scanned
copies will be given the same force and effect as original documents.


 


[Signature Page Next]




 


IN WITNESS WHEREOF,
the Parties, by their duly appointed officers, have entered into this Agreement on the Effective Date.


 






    	 	11	 



     


    

 


 


	 

        
	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







 


 




    	 	12	 



     


    

EXHIBIT A 

DESCRIPTION OF GASIFIER


 


100KW MagneGas
Gasification System


 





Deliverable Product Structure:


 





 


System Specifications


  


1.MODES
FOR USE


 


TOTAL MODE: For the gasification of various
liquid such as ethylene glycol and other hydrocarbon liquids via its recirculation through the arc until liquid molecules are converted
by the arc and into usable MagneGas Fuel, heat and a percentage of carbon residue.


 


2.MAIN
COMPONENTS


 


		•	Environmental



		•	Temperature: 0o – 125o F



		•	Humidity: 5 – 95%



		•	Input Power



		•	Voltage: 480 VAC, 60 Hz



		•	Amps: 335 A (nominal)



		•	Electrodes



		•	Anode: 1.5” x 4” x 2



		•	Cathode: 1.5” x 18” x 2



		•	Platform 



		•	Palletized Subsystems with spill containment where required.



		•	Features:



		•	PC Based System Controller



		•	Built to ATEX/US Class 1, Division 1 Standards



		•	Multi-Level Safety Design



		•	Detailed Operational / Maintenance Manuals



 






    	 	13	 



     


    

 





ASSEMBLY OF GASIFIER


 


All of the components will have a maximum
width of 8 feet (2.44 Meters) so that it can be transported. However, for operation in location they must be placed at certain
relative distances from each other and other equipment such as buildings, roads, and vehicular traffic and property lines to meet
safety code regulations. Equipment will be placed in accordance to an approved site plan meeting all local requirements.


 


ACCESSORIES


 


The above specified Gasifier is delivered
(i) in fully operational and automatic condition, (ii) with Operating Manual, and (iii) with spare electrodes for initial testing
and operation.


 


 


DISCLAIMER


 


The production of MagneGas varies greatly
with even minimal changes in the liquid feedstock. As an example when operating in water without any organic contaminants the production
of MagneGas is expected to be less than half the maximum production indicated above.


 


 


ELECTRODES


 


The Gasifier as above specified shall be
delivered with Electrodes sufficient for initial testing and operation. All additional electrodes have to be purchased from MagneGas.
The use of electrodes not authorized by Manufacturer implies the automatic termination of all warranties because of expected malfunction
as well as potential serious safety issues and possible damage to the MagneGas Technology.


 



    	 	14	 



     


    




 





APPROVED LIQUID WASTE


 


The Gasifier should be solely used with
liquid waste approved by the company in writing. Any use of liquid waste not approved by the company will imply the termination
of the warranty and may cause damage to the Gasifier as well as injury to the operators.


 


INSTALLATION


 


Buyer is responsible for all setups needed
to install the Gasifier by using Buyer’s technicians trained at the Manufacturers plant.


 


PRODUCT WARRANTIES


 


Manufacturer hereby warrants that Gasifier
will be delivered as identified in the Purchase Agreement to which this Exhibit A is attached and will have the performance
specified in this Exhibit A and the Agreement.


 


Manufacturer furthermore warrants the proper
operation of the Automatic Control, the Automatic Refill, and the Automatic Gas Station as herein stated for the duration of one
year from the date of delivery, said warranty covering the payment by Manufacturer of all parts for their replacement.


 


All additional components of the Gasifier
carry a warranty from their own manufacturers. For instance, the Miller AC-DC Converters carry a written warranty from their manufacturer,
the US Miller Corporation, and the same applies for pumps and other standard parts not manufactured by Manufacturer. All such warranty
details will be passed from Manufacturer to Buyer on or before delivery.




 






    	 	15	 



     


    

 


EXHIBIT B 


 


100 KW System Top Level Facility and
Equipment Requirements


 


 


		1.0	System Electrical Service and Components






		1.1	480 VAC, 500 Amp, 3 Phase






		1.2	All electrical panels within:






		1.2.1	Class 1 Division 1 zone (25’ from emission source) shall be explosion proof






		1.2.2	Class 1 Division 2 zone (15’ from emission source) shall be explosion proof



 





		2.0	Control and Power Area






		2.1	Classification: Non-explosion proof






		2.2	Location: Indoors (air conditioned)






		2.3	Area: 12’x’12’x12’ (L x W x H)






		2.4	Limitations:






		2.4.1	25’ separation from Class 1 Division 1 sources






		2.4.2	15’ separation from Class 1 Division 2 sources






		2.5	Components:






		2.5.1	Control Subsystem with Operator Workstation






		2.5.2	Power Subsystem






 


		3.0	Main Plant Pallet






		3.1	Classification: Explosion Proof, Class 1 Division 1






		3.2	Location: Outdoors (preferably under roof with ridge vent, no more than 2 walls under roof)






		3.3	Area:






		3.3.1	Level






		3.3.2	12’x’16’x15’ (L x W x H)






		3.4	Limitations:






		3.4.1	Keep clear from overhead power lines






		3.4.2	25’ separation from property lines






		3.4.3	25’ separation from non-explosion proof equipment






		3.5	Components:






		3.5.1	Feedstock Subsystem






		3.5.2	Venturi Subsystem






		3.5.3	Waste Tank



 






    	 	16	 



     


    

 


		4.0	Gas Subsystem Pallet






		4.1	Classification: Explosion Proof, Class 1 Division 1






		4.2	Location: Outdoors (preferably under roof with ridge vent, no more than 2 walls under roof)






		4.3	Area:






		4.3.1	Level






		4.3.2	12’x’6’x8’ (L x W x H)






		4.4	Limitations:






		4.4.1	Keep clear from overhead power lines






		4.4.2	25’ separation from property lines






		4.4.3	25’ separation from non-explosion proof equipment






		4.5	Components:






		4.5.1	Filters






		4.5.2	Buffer Tanks






		4.5.3	Regulators



  


		5.0	Compressor Subsystem Pallet






		5.1	Classification: Explosion Proof, Class 1 Division 1






		5.2	Location: Outdoors (preferably under roof with ridge vent, no more than 2 walls)






		5.3	Area:






		5.3.1	Level






		5.3.2	12’x’6’x8’ (L x W x H)






		5.4	Limitations:






		5.4.1	Keep clear from overhead power lines






		5.4.2	25’ from property lines






		5.4.3	25’ from non-explosion proof equipment






		5.5	Components:






		5.5.1	Compressors






		5.5.2	High Pressure Filters






		5.5.3	Fill Station






 


		6.0	Cooling Subsystem 






		6.1	Classification: Non-explosion proof






		6.2	Location: Outdoors






		6.3	Area:






		6.3.1	Level cement pad






		6.3.2	10’x’10’x8’ (L x W x H)






		6.4	Limitations:






		6.4.1	25’ separation from Class 1 Division 1 sources






		6.4.2	15’ separation from Class 1 Division 2 sources



 






    	 	17	 



     


    

 


		6.5	Components:






		6.5.1	Cooling Tower






		6.5.2	Water Pump



 


		7.0	Miscellaneous Equipment Requirements






		7.1	Explosion Proof Forklift shall be used for transporting cylinders cages, and pallets when the system
is producing gas.






		7.2	Spark-proof tools shall be used in all Class 1 Division 1 and Class 1 Division 2 zones.






		7.3	High Pressure Manifolds are required for filling multiple cylinders simultaneously.






		7.4	Precision High Pressure Gauges are required to ensure proper filling level of the cylinders.






		7.5	Reference Cylinder a reference cylinder must be established to ensure proper filling level of cylinders
across various temperature ranges.






		7.6	MagneGas/Harris regulators are required for regulating the MagneGas fuel output pressure.



 


Flame Arrestors are required to prevent flashback.




 


 



    	 	18	 



     


    




EXHIBIT C


SPECIFIC GASIFIER WARRANTIES


 


 


MagneGas Plasma Arc Through Module and
Electronic Controls 


 


1 Year Parts and Labor
Warranty excluding general maintenance





 


Direct Manufacturer Warranties*


 





	 	AMCOT Cooling Tower ST-80:  	10 years parts and labor on outside casing
	 	 	 
	 	 	2 years parts and labor on the PVC fill
	 	 	 
	 	 	1 year parts and labor on internal component
	 	 	 
	 	Miller SUBARC DC 1000:	3 years parts and labor
	 	 	 
	 	Heat Exchangers Thermal Transfer 	 
	 	Products C-1760-3.5-6-T: 	1 year parts and labor 
	 	 	 
	 	Compressor COLTRI MCH/24 ETS: 	1 year parts and labor
	 	 	 
	 	Moyno Pump Model 44402:	1 year parts and labor







 

*In the event that the manufacturer of a component listed above changes, the same warranty will apply.


 











    	 	19