Exhibit
10.4


 


GENERAL
CONTINUING GUARANTY


 


October
21, 2020


 


TECH
CAPITAL, LLC


2010
N. First Street, Suite 300


San
Jose, CA 95131


 


To:
TECH CAPITAL, LLC


 


For
good and valuable consideration, and in order to induce TECH CAPITAL, LLC, a California limited liability company (“Lender”),
to extend and/or continue to extend financial accommodations to Taronis Fuels, Inc., a Delaware corporation (“Parent”),
MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas
Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply –
West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability
company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis
– TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas
South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”), on a co-borrower basis,
pursuant to the terms and conditions of that certain Loan and Security Agreement (individually and collectively, the “Agreement”),
to be executed in connection herewith, evidencing and otherwise relating to a loan by Lender to Borrower in the original principal
amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the “Loan”), or pursuant to any other present
or future agreement between Lender and Borrower, and in consideration thereof, and in consideration of any loans, advances, or
financial accommodations heretofore or hereafter granted by Lender to or for the account of Borrower, whether pursuant to the
Agreement, or otherwise, the undersigned guarantors (individually and collectively, “Guarantor”), whose addresses
are set forth below each of their respective signatures, hereby, jointly and severally, guarantees, promises and undertakes as
follows:


 


1.
Guarantor unconditionally, absolutely and irrevocably guarantees and promises to pay to Lender, or order, on demand, in lawful
money of the United States, any and all indebtedness and/or obligations of Borrower to Lender and the payment to Lender of all
sums which may be presently due and owing and all sums which shall in the future become due and owing to Lender from Borrower
whether under the Agreement or otherwise. The term “indebtedness” and “obligations” (hereinafter collectively
referred to as the “Obligations”) are used herein in their most comprehensive sense and include, without limitation,
the Loan and any and all advances, debts, obligations, and liabilities of Borrower, heretofore, now, or hereafter made, incurred,
or created, whether voluntarily or involuntarily, and however arising, including, without limitation, (a) any and all attorneys’
fees, expenses, costs, premiums, charges and/or interest owed by Borrower to Lender, whether under the Agreement, or otherwise,
whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower may be
liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any
statute of limitation or whether such indebtedness may be or hereafter becomes otherwise unenforceable, and includes Borrower’s
prompt, full and faithful performance, observance and discharge or each and every term, condition, agreement, representation,
warranty, undertaking and provision to be performed by Borrower under the Agreement; (b) any and all obligations or liabilities
of Borrower to Lender arising out of any other agreement by Borrower including without limitation any agreement to indemnify Lender
for environmental liability or to clean up hazardous waste; (c) any and all indebtedness, obligations or liabilities for which
Borrower would otherwise be liable to Lender were it not for the invalidity, irregularity or unenforceability of them by reason
of any bankruptcy, insolvency or other law or order of any kind, including from and after the filing by or against Borrower of
a bankruptcy petition, whether an involuntary or voluntary bankruptcy case, and all attorneys’ fees related thereto; and
(d) any and all amendments, modifications, renewals and/or extensions of any of the above, including without limitation amendments,
modifications, renewals and/or extensions which are evidenced by new or additional instruments, documents or agreements.


 


2.
This General Continuing Guaranty, together with all addenda, exhibits and schedules hereto, as the same now exists or hereafter
may be amended, modified, supplemented, extended, renewed, restated or replaced (this “Guaranty”) is a continuing
guaranty that shall remain effective until all of the Obligations and all of the indebtedness and obligations evidenced by the
Agreement have been fully and finally paid and are no longer subject to Borrower, as a debtor-in-possession, and/or any trustee
or receiver in bankruptcy, seeking to set aside such payments or seeking to recoup the amount of such payments, or any part thereof
or disgorgement on the part of the Lender, and relates to any Obligations, including those which arise under successive transactions
which shall either continue the Obligations from time to time or renew them after they have been satisfied. Guarantor hereby absolutely,
knowingly, unconditionally, and expressly waives and agrees not to assert any right it has under Section 2815 of the California
Civil Code, or otherwise, to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding
the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof
has been received by Lender, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including,
any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and
conditions thereof) plus all interest thereon, then and thereafter accruing, and all attorneys’ fees, court costs and collection
charges theretofore and thereafter incurred in endeavoring to collect or enforce any of the foregoing against Debtor, Guarantor
or any other person liable thereon (whether or not suit is brought) and any other expenses of, for or incidental to the collection
thereof, (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or
created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by Guarantor,
Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder,
and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first
be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore,
guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.


 




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3.
Guarantor agrees that it is directly and primarily liable to Lender, that the obligations hereunder are independent of the Obligations
of Borrower, and that a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether Borrower
or any other party liable for the Obligations, whether directly or as a guarantor, is joined in any such action or actions. Guarantor
agrees that any releases which may be given by Lender to Borrower or any other guarantor or endorser shall not release it from
this Guaranty.


 


4.
In the event that any bankruptcy, insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or
Borrower or in the event that either Guarantor or Borrower become insolvent, make an assignment for the benefit of creditors,
or attempt to effect a composition with creditors, or if there be any default under the Agreement (whether declared or not), then,
at Lender’s election, without notice or demand, the obligations of Guarantor created hereunder shall become due, payable
and enforceable against Guarantor whether or not the Obligations are then due and payable.


 


5.
Guarantor agrees to indemnify Lender and hold Lender harmless against all obligations, demands, claims, liens, damages, actions,
suits, judgments, costs and expenses, including, without limitation, attorneys’ fees (including, without limitation, estimated
legal fees imputed to in-house counsel and staff), and legal costs, and liabilities, by whomsoever asserted and against all losses
in any way suffered, incurred, or paid by Lender as a result of or in any way arising out of, following, or consequential to transactions
with Borrower whether under the Agreement, or otherwise, and also agrees that this Guaranty shall not be impaired by any modification,
supplement, extension, or amendment of any contract or agreement to which Lender and Borrower may hereafter agree, nor by any
modification, release, or other alteration of any of the Obligations hereby guaranteed or of any security therefor, nor by any
agreements or arrangements whatsoever with Borrower or anyone else.


 


6.
Guarantor hereby authorizes Lender, without notice or demand and without affecting its liability hereunder, from time to time
to: (a) renew, compromise, extend, accelerate, or otherwise change the interest rate, time for payment, or the other terms of
any of the Obligations guaranteed hereby, and exchange, enforce, waive, and release any security therefor; (b) apply such security
and direct the order or manner of sale thereof as Lender in its discretion may determine; (c) release or substitute any one or
more endorser(s) or guarantor(s); (d) assign, without notice, this Guaranty in whole or in part and/or Lender’s rights hereunder
to anyone at any time; and (e) run such further credit reports and other reports as it may deem necessary to continue to keep
itself apprised regarding the continued financial condition of Guarantor during the term of this Guaranty and hereby authorizes
Lender to run such credit and other reports from time to time as Lender deems appropriate. Guarantor agrees that Lender may do
any or all of the foregoing in such manner, upon such term, and at such times as Lender, in its discretion, deems advisable, without,
in any way or respect, impairing, affecting, reducing or releasing Guarantor from its undertakings hereunder and Guarantor hereby
consents to each and all of the foregoing acts, events and/or occurrences. Guarantor hereby agrees to be bound by any terms and
conditions of the Agreement, which are specifically applicable to Guarantor.


 


7.
Guarantor hereby waives any right to assert against Lender as a defense, counterclaim, set-off or cross-claim, any defense (legal
or equitable), set-off, counterclaim, and/or claim which Guarantor may now or at any time hereafter have against Borrower and/or
any other party liable to Lender in any way or manner.


 


8.
Guarantor hereby waives all defenses, counterclaims and offsets of any kind or nature, arising directly or indirectly from the
present or future lack of perfection, sufficiency, validity and/or enforceability of the Agreement, or any security interest.


 


9.
Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by Lender, which,
in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to
proceed against Borrower for reimbursement, and/or any rights of Guarantor to proceed against Borrower or against any other person
or security, including, but not limited to, any defense based upon an election of remedies by Lender under the provisions of Section
580d of the California Code of Civil Procedure, and/or any similar law of California or of any other State or of the United States.
Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices
of dishonor, notices of default, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring
of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled. Guarantor waives any
right to a jury trial in any action hereunder or arising out of Lender’s transactions with Borrower. Guarantor also hereby
waives any right of subrogation it may have or assert, or any other right of reimbursement from Borrower or any other party, unless
Lender expressly consents to Guarantor’s assertion of such rights. Without limiting the foregoing, Guarantor expressly waives
all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2815, 2819, 2822,
2839, 2845, 2847, 2849, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and/or
any similar law of California or off any other State or of the United States, as those statutory provisions are now in effect
and hereafter amended, and under any other similar statutes now and hereafter in effect deemed applicable to this Guaranty and
its enforcement.


 


10.
Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices
of dishonor, notices of default, notices of intent to accelerate or demand payment of any kind, diligence in collecting any Obligations,
notices of acceptance of this Guaranty, notices of the existence, creation, or incurring of new or additional indebtedness, notices
respecting the terms, time and place of any public or private sale of personal property security held from Borrower or any other
person, and all other notices or formalities to which Guarantor may be entitled. Each Guarantor hereby waives any claim, right
or remedy now existing or hereafter acquired against the Borrower, which claims arise from the performance of such Guarantor’s
obligations under the respective guaranties, including without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification or participation in any claim, right or remedy against Borrower for any security which Lender now
has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common
law or otherwise. Lender may modify the terms of any Obligations, compromise, extend, increase, accelerate, renew or forbear to
enforce payment of any or all Obligations, or permit Borrower to incur additional Obligations, all without notice to Guarantor
and without affecting in any manner the unconditional obligation of Guarantor under this Guaranty. Guarantor further waives any
and all other notices to which Guarantor might otherwise be entitled. Guarantor acknowledges and agrees that the liabilities created
by this Guaranty are direct and are not conditioned upon pursuit by Lender of any remedy Lender may have against Borrower or any
other person or any security. No invalidity, irregularity or unenforceability of any part or all of the Obligations or any documents
evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reason, and no
defense or setoff available at any time to Borrower, shall impair, affect or be a defense or setoff to the obligations of Guarantor
under this Guaranty.


 




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11.
Any and all present and future debts and obligations of Borrower to Guarantor are hereby postponed in favor of and subordinated
to the full payment and performance of all present and future debts and obligations of Borrower to Lender. All monies or other
property of Guarantor at any time in Lender’s possession may be held by Lender as security for any and all obligations of
Guarantor to Lender no matter how or when arising whether absolute or contingent, whether due or to become due, and whether under
this Guaranty or otherwise. Guarantor also agrees that Lender’s books and records showing the account between Lender and
Borrower shall be admissible in any action or proceeding and shall be binding upon Guarantor for the purpose of establishing the
terms set forth therein and shall constitute prima facie proof thereof


 


12.
Based solely on its own independent investigation and not upon any information provided by Lender, Guarantor acknowledges that
it is presently informed of the financial condition of Borrower and of all other circumstances which a diligent inquiry would
reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will continue to keep
itself informed of Borrower’s financial condition and of all other circumstances which bear upon the risk of nonpayment.
Absent a written request for such information by Guarantor to Lender, Guarantor hereby waives its rights, if any, to require the
disclosure of, and Lender is relieved of any obligation or duty to disclose to Guarantor, any information which Lender may now
or hereafter acquire concerning such condition or circumstances. Guarantor agrees that it is not relying upon nor expecting Lender
to disclose to Guarantor any fact now or later known by Lender, whether relating to the operations or condition of Borrower, the
existence, liabilities or financial condition of any co-guarantor of the Obligations, the occurrence of any default with respect
to the Obligations, or otherwise, notwithstanding any effect these facts may have upon Guarantor’s risk under this Guaranty
or Guarantor’s rights against Borrower. Guarantor knowingly accepts the full range of risk encompassed in this Guaranty,
which risk includes without limitation the possibility that Borrower may incur Obligations to Lender after the financial condition
of Borrower, or its ability to pay its debts as they mature, has deteriorated.


 


13.
Notwithstanding any prior revocation, termination, surrender or discharge of this Guaranty (or of any lien, pledge or security
interest securing this Guaranty) in whole or in part, and of all liens, pledges and security interests securing this Guaranty,
this Guaranty shall continue in full force and effect until Borrower’s Obligations are fully paid, performed and discharged
and Lender gives Guarantor written notice of that fact. Borrower’s Obligations shall not be considered fully paid, performed
and discharged unless and until all payments by Borrower to Lender are no longer subject to any right on the part of any person
whomsoever including but not limited to Borrower, Borrower as a debtor-in-possession, and/or any trustee or receiver in bankruptcy,
to set aside such payments or seeking to recoup the amount of such payments, or any part thereof. In the event that any such payments
by Borrower to Lender are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent
of such settlement, all of which is within Lender’s discretion, Guarantor shall be liable for the full amount Lender is
required to repay plus costs, interest, attorneys’ fees and any and all expenses which Lender paid or incurred in connection
therewith. The foregoing shall include, by way of example and not by way of limitation, all rights to recover preferences voidable
under the United States Bankruptcy Code and any liability imposed, or sought to be imposed, against Lender relating to the environmental
condition of, or the presence of hazardous or toxic substances on, in or about, any property given as collateral to Lender by
Borrower. For purposes of this Guaranty, “environmental condition” includes, without limitation, conditions existing
with respect to the surface or ground water, drinking water supply, land surface or subsurface and the air; and “hazardous
or toxic substances’ shall include all substances now or subsequently determined by any federal, state or local authority
to be hazardous or toxic, or otherwise regulated by any of these authorities.


 


14.
This Guaranty shall be binding upon the successors and assigns of Guarantor and shall inure to the benefit of Lender’s successors
and assigns. However, Borrower and Guarantor may not assign this Guaranty or any rights hereunder without Lender’s prior
written consent and any prohibited assignment shall be absolutely void. Neither an unconsented assignment nor an assignment consented
to by Lender shall release Guarantor of any Obligation or indebtedness hereunder. Lender reserves the right to sell, assign, transfer,
negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under this Guaranty
and each of the related documents executed herewith or hereafter with Guarantor acknowledging and agreeing to same, and with Guarantor
further acknowledging and agreeing that all of its Obligations owing to Lender under this Guaranty and any related documents executed
herewith or hereafter shall be owing to such purchaser, assignee, transferee, participant or other successor party. In connection
therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to Guarantor
or the business of Guarantor, or any collateral required hereunder. Any waiver of any rights under this Guaranty or under any
other agreement, instrument, or paper signed by Guarantor is neither valid nor effective unless made in writing and signed by
Lender. No delay or omission in the part of the Lender in exercising any right shall operate as a waiver thereof or of any other
right. If Guarantor is a natural person, the death of Guarantor shall not terminate this Guaranty. If Guarantor is a partnership
or an unincorporated association, Guarantor’s rights and liability shall not be affected by any changes in the name of the
entity or its membership.


 


15.
All notices, demands and other communications which Guarantor or Lender may desire, or may be required, to give to the other shall
be in writing and shall be sent via registered or certified mail, nationally recognized overnight courier, or personally delivered
and shall be addressed to the party at the addresses set forth in the preamble of this Guaranty. Any such notice, demand or communication
shall be deemed given when received if personally delivered or sent by overnight courier, or deposited in the United States mail,
postage prepaid, if sent by registered or certified mail. The address of either Guarantor or Lender may be changed by notice given
in accordance with this paragraph.


 


16.
This is an integrated agreement and is the sole and final agreement with respect to the subject matter hereof, and supersedes
all prior negotiations and agreements. No modification of this Guaranty shall be effective for any purpose unless it is in writing
and executed by an officer of Lender authorized to do so.


 


17.
Guarantor agrees to pay all attorneys’ fees and all other costs and out-of-pocket expenses (including, without limitation,
estimated legal fees imputed to in-house counsel and staff) which may be incurred by Lender in the enforcement of this Guaranty
or in any way arising out of, following, or consequential to the enforcement of Borrower’s Obligations, whether under this
Guaranty, the Agreement, or otherwise, including without limitation the prosecution or defense of (a) motions or actions for relief
from any stay under the Bankruptcy Code, (b) motions to deny dischargeability of any debt under the Bankruptcy Code, (c) motions
to grant or deny use of cash collateral or extend financing, (d) motions to challenge or assert preference liability motions or
fraudulent transfer liability motions, and (e) all other motions brought by Borrower, Guarantor, Lender or third parties in any
way relating to Lender’s rights with respect to such Borrower, Guarantor, or third party and/or affecting any collateral
securing any obligation owed to Lender by Borrower, Guarantor, or any third party, or probate proceedings.


 




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18.
In all cases where the word “Guarantor” is used in this Guaranty, it shall mean and apply equally to each of and all
of the individuals and/or entities which have executed this Guaranty. If any Obligation is guaranteed by two or more guarantors,
the obligation of Guarantor shall be several and also joint, each with all and also each with any one or more of the others, and
may be enforced at the option of Lender against each severally, any two or more jointly, or some severally and some jointly. The
term “Borrower” includes any debtor-in-possession or trustee in bankruptcy which succeeds to the interests of Borrower.


 


19.
This Guaranty or other guaranty related documents may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if all signatures were upon the same instrument. This Guaranty or other guaranty related documents, or
a signature page thereto intended to be attached to a copy of this Guaranty or other guaranty related documents, signed and transmitted
by facsimile machine, telecopier or other electronic means (including via transmittal of a “pdf” file) shall be deemed
and treated as an original document. The signature of any person thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original
document. At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original
form by the persons who executed the facsimile, telecopy or other electronic document. No party hereto may raise the use of a
facsimile machine, telecopier, or other electronic means or the fact that any signature was transmitted through the use of a facsimile
machine, telecopier, or other electronic means as a defense to the enforcement of this Guaranty or other guaranty related document.


 


20.
All acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of California, without regard to choice of law principles. The parties hereby agree that
(a) this Guaranty is entered into and that Guarantor’s performance to Lender occurs at San Jose, California, and (b) all
actions and proceedings arising in connection with this Guaranty and/or the Agreement shall be tried and litigated only in the
State and Federal courts located in the County of Santa Clara, State of California or, at the sole option of Lender, in any other
court which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over the matter in
controversy. Each of Guarantor and Lender waive,any right each may have to assert the doctrine of forum non conveniens or to object
to venue to the extent any proceeding is brought in accordance with this section.


 


GUARANTOR
ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. AFTER CONSULTING (OR HAVING
HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, GUARANTOR AND LENDER KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL
BENEFIT, WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY
RELATED TO, THIS GUARANTY OR THE OBLIGATIONS.


 


WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver
of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any
nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or,
if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with
California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within
the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties
hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with
the provision of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the
power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing
preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential
and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional
relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply
to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted
in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall
be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable
to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge
shall have the power to decide all issues in the action or proceeding, whether of fact of law, and shall report a statement of
decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right
of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private
judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.


 


GUARANTOR
ACKNOWLEDGES THAT GUARANTOR HAS HAD THE OPPORTUNITY TO READ AND REVIEW WITH GUARANTOR’S COUNSEL THIS GUARANTY AND GUARANTOR
ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORE SIGNING IT.


 


[Signatures
on Next Page]


 




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IN
WITNESS WHEREOF, the undersigned has/have executed this Guaranty as of the date set forth above.


 


MAGNEGAS
IP, LLC,


a
Delaware limited liability company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Manager	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


MAGNEGAS
PRODUCTION, LLC,


a
Delaware limited liability company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Manager	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


MAGNEGAS
REAL ESTATE HOLDINGS, LLC,


a
Delaware limited liability company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Manager	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


TARONIS
– TGS, LLC,


a
Delaware limited liability company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By:	 Scott Mahoney	 
	Its: 	Manager	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


[Signatures
continued on next page]


 




    	Page 5 of 6



     


    

 


MAGNEGAS
IRELAND LIMITED,


an
Irish private limited company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Director	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


MAGNEGAS
LIMITED,


an
English private limited company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Director	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 


TARONIS
NETHERLANDS B.V.,


A
Dutch private limited liability company (“Guarantor”)


 


	/s/
    Scott Mahoney	 
	By: 	Scott Mahoney	 
	Its: 	Director	 


 


	Address:	c/o
    Taronis Fuels, Inc.
	 	24980
    N. 83rd Avenue, Suite 100,
	 	Peoria,
    Arizona 85383


 




    	Page 6 of 6