Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of October 14, 2020, by
and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto
(each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant
to the Common Stock Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase
Agreement”).


 


The
Company and each Purchaser hereby agrees as follows:


 


1.
Definitions.



 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th
calendar day following the Closing Date (or, in the event of a “full review” by the Commission, the 120th
calendar day following the Closing Date) and with respect to any additional Registration Statements which may be required pursuant
to Section 2(c), the 60th calendar day following the date on which an additional Registration Statement is required
to be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar day following
the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the
event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or
is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth
(5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise
required above; provided, further, that if such Effectiveness Date falls on a day that is not a Trading Day, then
the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day
following the Closing Date and, with respect to any additional Registration Statements which may be required pursuant to Section
2(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement
related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 




    	 	 	 



    	 



    

 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Proceeding(s)”
means any writ, injunction, decree, order, judgment, lawsuit, claim, action, arbitration, proceeding, investigation, summons,
audit or hearing (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted
or heard by or before, or otherwise involving, any governmental authority.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to the Purchase Agreement,
and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to such securities; provided, however, that the Holder has completed and delivered to the Company a
Selling Stockholder Questionnaire and that any such Registrable Securities shall cease to be Registrable Securities (and the Company
shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto)
for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the
Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such
effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c)
such securities become eligible for resale without volume or manner-of-sale restrictions pursuant to Rule 144 (assuming that such
securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities
were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon
the advice of counsel to the Company.


 




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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of
questionnaire as may reasonably be adopted by the Company from time to time.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


2.
 Resale Registration.



 


(a)
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form
S-3, if available to register for resale the Registrable Securities, or such other form available to register for resale the Registrable
Securities) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject
to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed
under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in
any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration
Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement
(i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under
Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall promptly notify
the Holders of the effectiveness of a Registration Statement. The Company shall file a final Prospectus with the Commission as
required by Rule 424.


 


(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the
Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on
a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable
efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for
resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e).


 


(c)
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number
of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater
portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number
of Registrable Securities to be registered on such Registration Statement will be reduced first to reduce or eliminate any securities
to be included by any Person other than a Holder. In the event of a cutback hereunder, the Company shall give the Holder at least
two (2) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company
amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts
to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of
securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those
Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.


 


(d)
Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire within ten (10) Business Days following
the date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling security holder
in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such
Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities
returns a Selling Stockholder Questionnaire after the deadline specified in this Section 2(d), the Company shall use its commercially
reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement
or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration
Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire; provided that the Company shall
not be required to file an additional Registration Statement solely for such shares. Each Holder acknowledges and agrees that
the information in the Selling Stockholder Questionnaire will be used and relied upon by the Company in the preparation of the
Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.


 




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3.
 Registration Procedures.



 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to each Holder copies
of all such documents proposed to be filed, which documents will be subject to the reasonable review of such Holders, and (ii)
use its commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct
a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated
to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those
required hereunder, or any Prospectus prepared thereto.


 


(b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to
the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably
practicable to the Holders true and complete copies of all correspondence from and to the Commission related to and/or applicable
to a Holder in the reasonable opinion of the Company relating to a Registration Statement (provided that, the Company shall excise
any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries),
and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect
to the disposition of all Registrable Securities covered by a Registration Statement during the Effectiveness Period in accordance
(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.


 




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(c)
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested
by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus
or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided,
however, in no event shall any such notice contain any information which would constitute material, non-public information
regarding the Company or any of its Subsidiaries.


 


(d)
Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping
or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to clauses (iii) through (vi)
of Section 3(c).


 


(f)
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall
not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


 




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(g)
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement (solely with respect to Holders a party thereto) and applicable securities laws,
of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names
as any such Holder may reasonably request.


 


(h)
Upon the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the
requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use
its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. In
addition, if (i) there is material non-public information regarding the Company which the Company’s Board of Directors (the
“Board”) determines not to be in the Company’s best interest to disclose and which the Company is not
otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition
or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Board determines not to be in the Company’s best interest to disclose, then
the Company may (x) postpone or suspend filing of a registration statement for a period not to exceed forty-five (45) consecutive
days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed forty-five (45) consecutive
days; provided, that the Company may not postpone or suspend effectiveness of a registration statement under this
Section for more than ninety (90) days in the aggregate during any three hundred sixty (360) day period; provided, however,
that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods arising out of the same set
of facts, circumstances or transactions.


 


(i)
Comply in all material respects with all applicable rules and regulations of the Commission.


 




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(j)
The Company shall require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common
Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares, pursuant to the Selling Stockholder Questionnaire.


 


4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect
to filings made with the Commission, (B) with respect to filings required to be made with any trading market on which the Common
Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by
the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue
Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with
an issuer filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make
sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary
brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company
be responsible for any broker or similar commissions of any Holder or, except to the extent of reasonable legal fees and disbursements
of one firm to represent the Purchasers, , any legal fees or other costs of the Holders.


 




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5.
Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors
and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) of each Holder, each Person who controls any such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and
employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of
such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading or (2) any violation by the Company of the Securities
Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of
its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this
purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder
of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated
in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise
to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.


 


(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through
no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i)
to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in
writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the
extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent, but
only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such
Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that
following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event
shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 




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(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 




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(d)
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if
the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission, except in the case of fraud by a Holder.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


6.
Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each
of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action
for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would
be adequate.


 




    	 	10	 



    	 



    

 


(b)
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth in Section 6(e),
neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities
of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration
statements until a Registration Statement has been filed with the Commission covering all of the Registrable Securities, provided
that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the
date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary
offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement
prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities;
provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Company shall
be permitted to file any other registration statements in connection with a primary offering regardless of whether a Registration
Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once
all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, the
Company shall be permitted to file any other registration statements.


 


(c)
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant
to a Registration Statement.


 


(d)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


(e)
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written
notice of such determination and, if within ten (10) days after the date of the delivery of such notice, any such Holder shall
so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered; provided, however, that the Company shall not be required to register any
Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement.


 




    	 	11	 



    	 



    

 


(f)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of at least a majority of the then outstanding Registrable Securities.
If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance
with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata
among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from
such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect
the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver
or consent relates. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of
any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


(g)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be delivered as set forth in the Purchase Agreement.


 


(h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder to any Person to whom such Purchaser assigns or transfers any Registrable
Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Registrable Securities,
by the provisions of this Agreement and any other Transaction Document that applies to the Purchasers.


 


(i)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts in any material
respect with the provisions hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 




    	 	12	 



    	 



    

 


(j)
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


(k)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be determined in accordance with the provisions of the Purchase Agreement.


 


(l)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(n)
Headings. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof.


 


(o)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of
the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way
acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement
or any other matters. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights
arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose. It is expressly understood and agreed that each provision contained in this Agreement is between the Company
and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


********************


 


(Signature
Pages Follow)


 




    	 	13	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	TARONIS
    FUELS, INC.
	 	 	 
	 	By:	 
	 	Name:	Scott
    Mahoney
	 	Title:	Chief
    Executive Officer


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 	 	 



    	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


 


Name
of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 	 	 



    	 



    

 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market
or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	settlement
    of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	 	 	 
	 	●	in
    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities
    at a stipulated price per security;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 




    	 	 	 



    	 



    

 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.


 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The
Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale securities by the Selling Stockholders.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered
hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




    	 	2	 



    	 



    

 


Annex
B


 


TARONIS
FUELS, INC.


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of TARONIS FUELS, INC., a Delaware
corporation (the “Company”), understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


In
order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable
Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as
so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including
pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including
certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order
to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return
this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling
stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable
Securities.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 




    	 	3	 



    	 



    

 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.
Name.



 


	 	(a)	Full
    Legal Name of Selling Stockholder
	 	 	

                                                                               

	 	 	 
	 	(b)	Full
    Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 

	 	 	 
	 	(c)	Full
    Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
    to vote or dispose of the securities covered by this Questionnaire):
	 	 	 


 


2.
Address for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:
	 
	Fax:
	 
	Contact
    Person:
	 


 


3.
Broker-Dealer Status:


 


	 	(a)	Are
    you a broker-dealer?
	 	 	 	 
	 	 	Yes
    [  ]	No
    [  ]
	 	 	 	 
	 	(b)	If
    “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
    to the Company?
	 	 	 	 
	 	 	Yes
    [  ] 	No
    [  ]



 



    	 	4	 



    	 



    

 


	 	Note:	If
    “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.
	 	 	 	 
	 	(c)	Are
    you an affiliate of a broker-dealer?
	 	 	 	 
	 	 	Yes
    [  ]	No
    [  ]
	 	 	 	 
	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course
    of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
    directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 	 
	 	 	Yes
    [  ]	No
    [  ]
	 	 	 	 
	 	Note:	If
    “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.


 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase Agreement.


 


	 	(a)	Type
    and Amount of other securities beneficially owned by the Selling Stockholder:


 


	 	 
	 	 
	 	 


 


	 	(b)	Number
    of shares of Common Stock to be registered pursuant to this Notice for resale:


 


	 	 
	 	 
	 	 


 






    	 	5	 



    	 



    

 


5.
Relationships with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 	 
	 	 
	 	 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Date:_______________________________________	Beneficial
    Owner:__________________________________






 


	 	By:	                 
	 	Name:
    	 
	 	Title:	 


 




    	 	6