PURCHASE
AND PUT AGREEMENT


 


THIS
PURCHASE AND PUT AGREEMENT (this “Agreement”) is entered into on November 15, 2017 (“Effective Date”)
by and between Point Financial, Inc., an Arizona corporation (“Lessor”), and MagneGas Corporation, a
Delaware corporation (“Lessee”).


 


RECITALS


 


WHEREAS,
Lessee and Lessor have entered into that certain Equipment Lease Agreement dated as of November 15, 2017, together with
Equipment Schedule No. 1 attached thereto, also dated as of November 15, 2017 or to be attached thereto at a mutually
agreeable future date (the “Schedule”). The Equipment Lease Agreement, together with the Schedule, are collectively
referred to herein as the “Master Lease”. Terms used herein with initial capital letters, to the extent not otherwise
defined herein, shall have the meanings given such terms in the Master Lease; and


 


WHEREAS,
based upon the nature of the Equipment being leased pursuant to the Master Lease, Lessor and Lessee intend that Lessee shall acquire
such Equipment for an agreed upon price upon expiration of the term of each such Schedule unless both Lessor and Lessee have mutually
agreed that Lessee shall not acquire such Equipment. Lessor and Lessee have agreed that Lessee shall have the right to purchase
from Lessor and Lessor shall have the right to put to Lessee the Equipment subject to the applicable Schedule, and in order to
evidence these rights and certain additional covenants, the parties desire to enter into this Agreement.


 


NOW,
THEREFORE, in consideration of the covenants and agreements herein contained, and for other good, fair and valuable considerations
and reasonably equivalent value, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Lessor and
Lessee hereby agree as follows, intending to be legally bound:


 


Section
1. Incorporation of Recitals


 


All
matters set forth in the Recitals to this Agreement are true and correct, and such Recitals are incorporated as substantive provisions
of this Agreement by this reference.


 


Section
2. Purchase Option


 


Lessee
will have the option to purchase all, but not less than all, of the equipment in the applicable Schedule from Lessor at the Exercise
Price (as defined below), by providing written notice to Lessor no less than fifteen (15) days prior to the expiration of the
term set forth in the applicable Schedule (the “Purchase Option”). The payment under either the Purchase Option or
the Put Option (as defined below) will occur within fifteen (15) days from Lessor’s receipt of written notice from the Lessee
and will be in the form of immediately available funds.


 




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Section
3. Put Option.


 


Following
the expiration of the Purchase Option (the “Expiration Date”), Lessee hereby irrevocably undertakes and agrees, upon
receipt of a written Put Option Exercise Notice (as defined below) from Lessor exercising this “Put Option,” to pay
to Lessor the Exercise Price, (as defined below), as the purchase price for the Equipment in the applicable Schedule. The right
of Lessor to demand such payment or payments from Lessee hereunder shall be referred to as the “Put Option,” shall
be binding upon Lessee, and shall be exercisable by Lessor at any time commencing on the Expiration Date and continuing for a
period of sixty (60) days thereafter. In the event Lessor fails to exercise the Put Option on or before the close of business
on said sixtieth day, such Put Option shall terminate and expire.


 


Section
4. Exercise Price


 


The
“Exercise Price” shall be an amount equal to fifteen percent (15%) of the original equipment cost with respect
to the Equipment described on the applicable Schedule, in each case less the amount of any Security Deposit related to the applicable
Schedule then being held by Lessor (which Security Deposit Lessor shall apply to the Exercise Price at the closing described below).
Following payment by Lessee of the Exercise Price, Lessor shall convey title to all Equipment described in the applicable Schedule
as to which Lessee has paid the Exercise Price.


 


Section
5. Severability of Put Option


 


The
Purchase Option and Put Option may be exercised by Lessee or Lessor (as the case may be) with respect either to the obligations
under this Schedule, or with respect to any of such other Schedules that may be subject to the Purchase Option and Put Option
concurrently, to the extent that the Purchase Option or Put Option is in effect as to more than one Schedule at the same time.
The exercise by a party of its Purchase Option or Put Option with respect to any Schedule individually shall have no effect on
such party’s continuing right to exercise the Purchase Option or the Put Option with respect to any other Schedule unless
and until such Purchase Option or Put Option has expired in accordance with the terms of this Agreement.


 


Section
6. Exercise of the Put Option


 


In
the event Lessor elects to exercise the Put Option, Lessor shall deliver written notice of such election to Lessee, at the address
provided for notices herein (the “Put Option Exercise Notice”), which notice shall (i) state that Lessor has elected
to exercise its Put Option as to a designated Schedule or Schedules, and (ii) set forth the Put Option Exercise Price applicable
to each Schedule as to which Lessor has exercised its Put Option, and containing sufficient detail to permit Lessee to confirm
such calculation. Upon receipt of a Put Option Exercise Notice, Lessor and Lessee shall reasonably cooperate to establish a mutually
convenient time (within the fifteen (15) day period required by Section 2 hereof or as such period may be extended with the consent
of Lessor, which consent Lessor may withhold in its sole discretion) and place at which the closing of the performance by Lessee
of its obligations in connection therewith shall occur.


 




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Section
7. Notices


 


Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and be given in person, by facsimile transmission, courier delivery service or by mail, and shall become effective (a) on delivery
if given in person, (b) on the date of delivery if sent by facsimile or by courier delivery service, or (c) four business days
after being deposited in the mail, with proper postage for first-class registered or certified mail, prepaid.


 


Notices
shall be addressed as follows:


 


	 	(i)	If
    to Lessor:


 


Point
Financial, Inc.


3318
East Kachina Drive


Phoenix,
Arizona 85044


Attn:
President


 


	 	(ii)	If
    to Lessee:


 


MagneGas,
Inc.


Attn:
Chief Financial Officer


11885
44th Street North


Clearwater,
Florida 33762


 


Section
8. Governing Law, Counterparts. This Agreement shall be construed in accordance with the laws
of the State of Arizona. It may be executed in several counterparts, each one of which shall constitute an original and all collectively
shall constitute but one instrument.


 


Section
9. Amendment, Modification or Waiver. This Agreement may be amended or modified and any term
of this Agreement may be waived if such amendment, modification or waiver is in writing and signed by all parties.


 


Section
10. Assignments of Interests. This Agreement shall be binding upon any permitted (in accordance with the Master Lease) successors
and assigns of Lessee, and shall inure to the benefit of Lessor and its successors and assigns. Nothing contained in this Agreement
shall modify or amend the provisions concerning assignability as set forth in the Master Lease.


 




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IN
WITNESS WHEREOF, the parties have duly executed this Purchase and Put Agreement as of the date first above written.


 


	 	Point
    Financial, Inc.
	 	an
    Arizona Corporation
	 	 	 
	 	By	 
	 	Name:	Michael
    O’Malley
	 	Title:	President
	 	 	 
	 	MagneGas
    Corporation
	 	a
    Delaware corporation
	 	 	 
	 	By	 
	 	Name:	Ermanno
    Santilli 
	 	Title:	Chief
    Executive Officer 


 




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