Exhibit 10.1


 


VOTING AGREEMENT


 


VOTING AGREEMENT, dated
as of July 27, 2017 (this “Agreement”), by and between MagneGas Corporation, a Delaware corporation with offices
located at 11885 44th St. N. Clearwater, FL 33762 (the “Company”) and the stockholder signatory hereto (the
“Stockholder”).


 


WHEREAS, the Company
and certain investors (each, an “Investor”, and collectively, the “Investors”) have entered
into a Securities Purchase Agreement, dated as of July 21, 2017 (the “Securities Purchase Agreement”), pursuant
to which, among other things, the Company has agreed to issue and sell to the Investors and the Investors have, severally but not
jointly, agreed to purchase (i) the Common Shares (as defined in the Securities Purchase Agreement); and (ii) the Warrants (as
defined in the Securities Purchase Agreement) which will be exercisable to purchase Warrant Preferred Shares (as defined in the
Securities Purchase Agreement) in accordance with the terms of the Warrants.


 


WHEREAS, as of the date
hereof, the Stockholder owns shares of Series A Preferred Stock (the “Stockholder Shares”), which represent
approximately 99% of the total voting power of the Company; and


 


WHEREAS, as a condition
to the willingness of the Investors to enter into the Securities Purchase Agreement and to consummate the transactions contemplated
thereby (collectively, the “Transaction”), the Investors have required that the Stockholder agree, and in order
to induce the Investors to enter into the Securities Purchase Agreement, the Stockholder has agreed, to enter into this Agreement
with respect to all the Stockholder Shares now owned and which may hereafter be acquired by the Stockholder and any other securities
of the Company (the “Other Securities”, and together with the Stockholder Shares, the “Stockholder
Securities”), if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote,
at any meeting of the shareholders of the Company.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


ARTICLE I



VOTING AGREEMENT OF THE STOCKHOLDER


 


SECTION 1.01. Voting
Agreement. Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting of the
shareholders of the Company, however called, or in any action by written consent of the Company’s shareholders in lieu of
a meeting, the Stockholder shall vote the Stockholder Securities, which Stockholder is currently entitled to vote, or after the
date hereof becomes entitled to vote, at any meeting of the shareholders of the Company or by written consent in lieu of a meeting:
(a) in favor of the Stockholder Approval (as defined in the Securities Purchase Agreement) and the Stockholder Resolutions (as
defined in the Securities Purchase Agreement), in each case, as described in Section 4(z) of the Securities Purchase Agreement;
and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Transaction Documents (as defined in the Securities Purchase
Agreement) or which could result in any of the conditions to the Company's obligations under the Transaction Documents not being
fulfilled. The Stockholder acknowledges receipt and review of a copy of the Securities Purchase Agreement and the other Transaction
Documents. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the
Stockholder Approval.


 




     


     


    

 


ARTICLE II



REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER


 


The Stockholder hereby
represents and warrants to the Company and each of the Investors as follows:


 


SECTION 2.01. Authority
Relative to this Agreement. The Stockholder has all requisite power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against
the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally,
the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other
forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before
which the proceeding may be brought.


 


SECTION 2.02. No Conflict.
(a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder
shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment
or decree applicable to the Stockholder or by which the Stockholder Securities owned by the Stockholder are bound or affected or
(ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a
lien or encumbrance on any of the Stockholder Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or
by which the Stockholder or the Stockholder Securities owned by the Stockholder is bound.


 


(b)The execution
and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by the Stockholder.


 


SECTION 2.03. Title
to the Stock. As of the date hereof, the Stockholder is the owner of the Stockholder Shares, which are entitled to vote, without
restriction, on all matters brought before holders of capital stock of the Company, which Stockholder Shares represent on the date
hereof approximately 99% of the voting power of the Company. Such Stockholder Shares are all the securities of the Company owned,
either of record or beneficially, by the Stockholder. Such Stockholder Shares are owned free and clear of all Encumbrances (as
defined below). The Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect
to the Stockholder Securities owned by the Stockholder.


 




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ARTICLE III



COVENANTS


 


SECTION 3.01. No Disposition
or Encumbrance of Stock. The Stockholder hereby covenants and agrees that the Stockholder shall not offer or agree to sell,
transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or
permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder’s
voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Stockholder
Securities, directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected
to lead to the occurrence of any of the foregoing.


 


SECTION 3.02. Company
Cooperation. The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally
acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any
Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.


 


ARTICLE IV



MISCELLANEOUS


 


SECTION 4.01. Further
Assurances. The Stockholder shall execute and deliver such further documents and instruments and take all further action as
may be reasonably necessary in order to consummate the transactions contemplated hereby.


 


SECTION 4.02. Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Investor shall be entitled
to its reasonable attorneys' fees in any action brought to enforce this Agreement in which it is the prevailing party.


 


SECTION 4.03. Entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other than the Securities
Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes all prior agreements
and understandings, both written and oral, among the Company and the Stockholder with respect to the subject matter hereof.


 


SECTION 4.04. Amendment.
This Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 




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SECTION 4.05. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.


 


SECTION 4.06. Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the Borough of Manhattan in the City of New York, New York, for the adjudication of any dispute hereunder or
in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. The parties consent to the jurisdiction and venue of the foregoing courts
and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside
or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to
the party being served at its address set forth on the signature ages to this Agreement (and service so made shall be deemed complete
three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible
under the rules of said courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought
in such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 4.07. Termination.
This Agreement shall automatically terminate immediately following the occurrence of the Shareholder Approval.


 


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IN WITNESS WHEREOF, the
Stockholder and the Company have duly executed this Voting Agreement as of the date first written above.


 


	 	MAGNEGAS CORPORATION
	 	 	 
	 	By:	/s/Scott Mahoney
	 	 	Name:	Scott Mahoney
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	Address: MagneGas Corporation
	 	 	11885 44th St. N.
	 	 	Clearwater, FL 33762
	 	 	Telephone: (727) 934-3448
	 	 	Facsimile: (727) 290-4941
	 	 	Attention: Chief Financial Officer
	 	 	 
	 	STOCKHOLDER:
	 	 
	 	Global Alpha, LLC
	 	 	 
	 	By:	/s/Ermanno Santilli
	 	 	Name:   Ermanno Santilli
	 	 	Title:     Authorized Officer