Exhibit
10.3


 


December
5, 2019


 


PERSONAL
AND CONFIDENTIAL


 


Taronis
Technologies, Inc.


300
W. Clarendon Ave., #230


Phoenix,
AZ 85013


 


Dear
Scott:


 


This
letter will confirm the understanding and agreement (the “Agreement”) between Bradley Woods & Co. Ltd.
(“Broker”) and Taronis Technologies, Inc. (the “Company”) as follows:


 


	1.	Engagement:
	 	The
    Company hereby engages Broker as its agent in the private or public placement(s) of one or more classes or series of registered
    or unregistered securities of the Company to investors (the “Investors”).  Such securities (the “Securities”)
    may take the form of common stock or other equity-linked securities or any combination thereof.  Such placements shall
    be referred to as the “Transactions”.
	 	 
	2.	Broker’s
    Role: Broker hereby accepts the engagement described herein and, in that connection, agrees to:


 


	 	(a)	Review
    any offering documents used in connection with each Transaction (the “Offering Documents”) describing the
    Company and the Securities;
	 	 	 
	 	(b)	review
    with the Company the Investors to whom the Offering Documents will be provided;
	 	 	 
	 	(c)	assist
    in the preparation of other communications to be used in placing the Securities, whether in the form of letter, circular,
    notice or otherwise; and
	 	 	 
	 	(d)	assist
    and advise the Company with respect to the negotiation of the sale of the Securities to the Investors.


 


	3.	Term;
    Exclusivity: This non-exclusive engagement will commence on the date hereof and terminate five (5) business
    days following the date on which the party receives written notice from the other party of termination of this engagement;
    provided that no such notice may be given by the Company for a period of twenty (20) days after the date hereof.  Upon
    termination of this Agreement the Company shall pay to Broker all fees earned and reimburse Broker for all reasonable expenses
    incurred, in accordance with Paragraphs 7 and 8 hereof, respectively. The Company agrees to pay Broker any fees
    specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this Section 3 and
    the provisions relating to the payment of fees, reimbursement of reasonable expenses, indemnification and contribution, confidentiality,
    conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.



 






    	 



    	 



    

 


	4.	Best
    Efforts: It is understood that Broker’s involvement in a Transaction is strictly on a reasonable
    best-efforts basis and that the consummation of a Transaction will be subject to, among other things, market conditions. It
    is understood that Broker’s assistance in a Transaction will be subject to the satisfactory completion of such investigation
    and inquiry into the affairs of the Company as Broker deems appropriate under the circumstances (such investigation hereinafter
    to be referred to as “Due Diligence”) and to the receipt of all internal approvals of Broker in connection
    with the transaction.  Broker shall have the right in its sole discretion to terminate this Agreement if the outcome
    of the Due Diligence is not satisfactory to Broker or if approval of its internal committees is not obtained.  
	 	 
	5.	Information:
    The     Company shall furnish, or cause to be furnished, to Broker all information requested by Broker for the purpose of
    rendering     services hereunder (all such information being the “Information”).  In addition, the
    Company agrees     to make available to Broker upon request from time to time the officers, directors, accountants, counsel
    and other advisors     of the Company. The Company recognizes and confirms that Broker (a) will use and rely on the
    Information, including the Offering     Documents, and on information available from generally recognized public sources in
    performing the services contemplated by     this Agreement without having independently verified the same; (b) does not
    assume responsibility for the accuracy or completeness     of the Offering Documents or the Information and such other
    information; and (c) will not make an appraisal of any of the     assets or liabilities of the Company.  Upon
    reasonable request, the Company will meet with Broker or its representatives     to discuss all information relevant for
    disclosure in the Offering Documents and will cooperate in any investigation undertaken     by Broker thereof, including any
    document included or incorporated by reference therein. Broker shall be a third-party     beneficiary of any
    representations, warranties and covenants made by the Company to any Investor in a Transaction.


 


	6.	Related
    Agreement:


 


	 	(a)	If
    required by Broker, the Company shall enter into a Placement Agency Agreement with Broker that is substantially consistent
    with Broker’s standard form, modified as appropriate to reflect the terms of the applicable Transaction and containing
    such terms, covenants, conditions, representations, warranties, and providing for the delivery of legal opinions, comfort
    letters and officer’s certificates, all in form and substance satisfactory to Broker and its counsel.
	 	 	 
	 	(b)	Unless
    the Transaction is an underwritten offering by Broker, in which case the Company shall enter into an underwriting agreement
    with Broker that is customary for such offerings, if required by the Investors, the sale of Securities to any Investor will
    be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such Investor in a
    form reasonably satisfactory to the Company and Broker.  Prior to the signing of any Purchase Agreement, officers of
    the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.



 






    	 



    	 



    

 


	 	(c)	Notwithstanding
    anything herein to the contrary, in the event that Broker determines that any of the terms provided for hereunder shall not
    comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement
    (or include such revisions in the final underwriting or placement agency agreement) in writing upon the request of Broker
    to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the
    Company.


 


	7.	Fees:
    As compensation for the services to be rendered by Broker hereunder, the Company will pay Broker the following fees (“Transaction
    Fees”): 


 


	 	(a)	A
    cash fee payable immediately upon the closing of each Transaction equal to 4% of the aggregate net proceeds received by the
    Company in such Transaction (excluding the exercise of warrants).  All cash Transaction Fees shall be paid at the
    closing of a Transaction to the wire instructions provided by the Broker from the proceeds of the Securities sold.
	 	 	 
	 	(b)	Such
    number of warrants (the “Broker Warrants”) to Broker or its designees at the Closing to purchase shares
    of Common Stock equal to 4% of the aggregate number of shares sold in a Transaction (or if convertible Securities are issued
    and paid for on the Closing Date, based on the number of shares of Common Stock underlying such convertible Securities).  The
    exercise price of the Broker Warrants shall be 110% of the offering price per share and the expiration date shall be 5 years
    from the closing of the Transaction. 
	 	 	 
	 	(c)	The
    form of Broker Warrant is attached hereto as Exhibit A. 


 


	8.	Indemnification:


 


	 	(a)	To
    the extent permitted by law, the Company will indemnify Broker and its affiliates, stockholders, directors, officers, employees
    and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against
    all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses
    of counsel), relating to or arising out of its activities hereunder or pursuant to this engagement letter, except to the extent
    that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not
    subject to appeal) by a court of law to have resulted primarily and directly from Broker’s willful misconduct or gross
    negligence in performing the services described herein.



 






    	 



    	 



    

 


	 	(b)	Promptly
    after receipt by Broker of notice of any claim or the commencement of any action or proceeding with respect to which Broker
    is entitled to indemnity hereunder, Broker will notify the Company in writing of such claim or of the commencement of such
    action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably
    satisfactory to Broker and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,
    Broker will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if
    counsel for Broker reasonably determines that it would be inappropriate under the applicable rules of professional responsibility
    for the same counsel to represent both the Company and Broker. In such event, the reasonable fees and disbursements
    of no more than one such separate counsel will be paid by the Company, in addition to local counsel. The Company
    will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim,
    action or proceeding without the prior written consent of Broker, which will not be unreasonably withheld.
	 	 	 
	 	(c)	The
    Company agrees to notify Broker promptly of the assertion against it or any other person of any claim or the commencement
    of any action or proceeding relating to a transaction contemplated by this engagement letter.
	 	 	 
	 	(d)	If
    for any reason the foregoing indemnity is unavailable to Broker or insufficient to hold Broker harmless, then the Company
    shall contribute to the amount paid or payable by Broker as a result of such losses, claims, damages or liabilities in such
    proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Broker
    on the other, but also the relative fault of the Company on the one hand and Broker on the other that resulted in such losses,
    claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by
    a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other
    fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the
    provisions hereof, Broker’s share of the liability hereunder shall not be in excess of the amount of fees actually received,
    or to be received, by Broker under this engagement letter (excluding any amounts received as reimbursement of expenses incurred
    by Broker).
	 	 	 
	 	(e)	These
    indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this engagement
    letter is completed and shall survive the termination of this engagement letter, and shall be in addition to any liability
    that the Company might otherwise have to any indemnified party under this engagement letter or otherwise.


 


	9.	Governing
    Laws: This letter agreement will be governed by and construed in accordance with the laws of the State
    of New York applicable to agreements made and to be fully performed therein. The Company irrevocably submits to the jurisdiction
    of any court of the State of New York located in the City and County of New York or in the United States District Court for
    the Southern District of New York for the purpose of any suit, action or other proceeding arising out of this letter agreement
    or our engagement hereunder.



 






    	 



    	 



    

 


	 	Each
    of the Company and Broker hereby waives any right it may have to a trial by jury in respect of any claim brought by or on
    behalf of either party based upon, arising out of or in connection with this letter agreement, our engagement hereunder or
    the transaction contemplated hereby.
	 	 
	 	All
    fees and expenses payable hereunder will be payable in U.S. dollars in cash. The Company hereby irrevocably consents to the
    service of process in any proceeding by the mailing of copies of such process to the Company at its address set forth above.
	 	 
	10.	Confidentiality:
    Except     as required by law, this Agreement and the services and advice to be provided by Broker hereunder, shall not be
    disclosed     to third parties without Broker’s prior written permission, except to the extent required by law.
    Notwithstanding, Broker     shall be permitted to advertise the services it provided in connection with each Transaction
    subsequent to the consummation     of such Transaction. Such expense shall not be reimbursable under paragraph 7
    hereof.
	 	 
	11.
    	No
    Brokers: The Company represents and warrants to Broker that there are no brokers, representatives or other
    persons which have an interest in compensation due to Broker from any transaction contemplated herein or which would otherwise
    be due any fee, commission or remuneration upon consummation of any Transaction.
	 	 
	12.	Authorization:
    The     Company and Broker represent and warrant that each has all requisite power and authority to enter into and carry out
    the terms     and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach
    or conflict     with any agreement, document or instrument to which it is a party or bound.
	 	 
	13.	Independent
    Contractor: The Company acknowledges that in performing its services, Broker is acting as an independent
    contractor, and not as a fiduciary, agent or otherwise, of the Company or any other person.  The Company acknowledges
    that in performing its services hereunder, Broker shall act solely pursuant to a contractual relationship on an arm’s
    length basis (including in connection with determining the terms of any Transaction). Any review by Broker of the Company,
    the transaction contemplated hereby or other matters relating to such transactions has been and shall be performed solely
    for the benefit of Broker and shall not be on behalf of the Company. The Company agrees that it shall not claim that Broker
    owes a fiduciary duty to the Company in connection with such transaction or the process leading thereto. No one other than
    the Company is authorized to rely upon engagement of Broker hereunder or any statements, advice, opinions or conduct by Broker.
    The Company further acknowledges that Broker may perform certain of the services described herein through one or more of its
    affiliates and any such affiliates shall be entitled to the benefit of this Agreement.  This Paragraph 13 shall
    survive the termination or expiration of this Agreement.



 






    	 



    	 



    

 


	14.	Conflicts:
    The     Company acknowledges that Broker and its affiliates may have and may continue to have investment banking and other
    relationships     with parties other than the Company pursuant to which Broker may acquire information of interest to the
    Company. Broker shall     have no obligation to disclose such information to the Company or to use such information in
    connection with any contemplated     transaction.
	 	 
	15.	Anti-Money
    Laundering: To help the United States government fight the funding of terrorism and money laundering, the
    federal laws of the United States require all financial institutions to obtain, verify and record information that identifies
    each person with whom they do business. This means we must ask you for certain identifying information, including a government-issued
    identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider
    appropriate to verify your identity, such as certified articles of incorporation, a government-issued business license, a
    partnership agreement or a trust instrument.
	 	 
	16.	Miscellaneous:
    This     Agreement constitutes the entire understanding and agreement between the Company and Broker with respect to the
    subject matter     hereof and supersedes all prior understanding or agreements between the parties with respect thereto,
    whether oral or written,     express or implied.  Any amendments or modifications must be executed in writing by
    both parties. It is understood     and agreed that Broker’s services hereunder will not include providing any tax,
    accounting, legal or regulatory advice     or developing any tax strategies for the Company. This Agreement and all rights,
    liabilities and obligations hereunder shall     be binding upon and inure to the benefit of each party’s successors but
    may not be assigned without prior written approval     of the other party. This Agreement may be executed in any number of
    counterparts, each of which shall be deemed to be an original,     but such counterparts shall, together, constitute only one
    instrument. The descriptive headings of the Paragraphs of this     Agreement are inserted for convenience only, do not
    constitute a part of this Agreement and shall not affect in anyway the     meaning or interpretation of this
    Agreement.


 


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




 






    	 



    	 



    

 


If
all the foregoing is acceptable to you, please so indicate by signing in the space provided below and returning a signed copy
of this letter to us for our records.


 


Broker
is delighted to accept this engagement and looks forward to working with you. Please confirm that the foregoing correctly set
forth our agreement by signing the enclosed duplicate of this letter in the space provided and returning it, whereupon this letter
shall constitute a binding agreement as of the date first above written.


 


	 	Very
    truly yours,
	 	 
	 	BRADLEY
    WOODS & CO, LTD.
	 	 	 
	 	By:
    	            
	 	Name:	 
	 	Title:	 


 






	ACCEPTED
    AND AGREED TO	 
	AS
    OF THE ABOVE DATE:	 
	 	 
	TARONIS
    TECHNOLOGIES, INC.	 
	 	 	 
	BY:
    	 	 
	Name:	Scott
    Mahoney	 
	Title:	CEO	 




 




    	 



    	 



    

 


EXHIBIT
A


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.


 





Taronis
Technologies, Inc. 


 


Placement
Agent Warrant To Purchase Common Stock


 


Warrant
No.: PA-


Number
of Shares of Common Stock:


Date
of Issuance: January [  ], 2020 (“Issuance Date”)


 


Taronis
Technologies, Inc., a Delaware corporation, (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, [  ], the registered
holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Placement Agent Warrant
to Purchase Common Stock (including any Placement Agent Warrants to Purchase Common Stock issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the Stockholder Approval Date (as defined in the Securities
Purchase Agreement (as defined below)) (the “Initial Exercisability Date”), but not after 11:59 p.m., New York
Time, on the Expiration Date (as defined below), [                               ] (                 ) fully paid nonassessable shares of Common Stock (as defined below) (the
“Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings
set forth in Section 14. This Warrant is being issued to the Holder in connection with the Company’s sale of securities
pursuant to that certain Securities Purchase Agreement, dated as of December [  ], 2019 (the “Subscription Date”),
by and among the Company and the investors referred to therein (the “Securities Purchase Agreement”).


 




    	 



    	 



    

 


EXERCISE
OF WARRANT.


 


Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder on any day on or after the Date of Issuance in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”)
in cash or by wire transfer of immediately available funds. The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares. On or before the second Business Day following the date on which the Company
has received each of the Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the
Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Trading Day following
the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the
date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with
Section 5(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be
rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant.


 


Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[  ] subject to adjustment as provided herein.


 




    	 



    	 



    

 


Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within
three (3) Trading Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to
which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s
balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise
of this Warrant, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that
the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available
to the Holder, the Company shall, within three Business Days after the Holder’s request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such Holder’s balance account
with DTC shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing
such shares of Common Stock or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal
to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing
Bid Price on the date of exercise.


 


Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 10.


 


Limitation
on Exercises. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates)
would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock
which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person
and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred
stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing
with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company by the Holder
and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of
this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership
limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.


 




    	 



    	 



    

 


ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


If
the Company at any time on or after the Date of Issuance subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased.
If the Company at any time on or after the Date of Issuance combines (by combination, reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 


Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 3, the Company shall provide the Holder
with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with
the giving thereof to the shareholders.


 




    	 



    	 



    

 


NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take
all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose
of effecting the exercise of the Warrants, 100% of the number of shares of Common Stock as shall from time to time be necessary
to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 


REISSUANCE
OF WARRANTS.


 


Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 5(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
5(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing the right to
purchase the Warrant Shares then underlying this Warrant.


 


Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional
shares of Common Stock shall be given.


 


Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 5(a)
or Section 5(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


 




    	 



    	 



    

 


NOTICES.
The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment.


 


AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder; provided that no such action may increase the exercise price of any Warrant or decrease the number
of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the Holder. No such amendment
shall be effective to the extent that it applies to less than all of the holders of the Warrants then outstanding.


 


GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York.


 


CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days
of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two Business
Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected
by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may
be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten Business
Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




    	 



    	 



    

 


REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder right to pursue actual damages for any failure by the
Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond
or other security being required.


 


TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


“Bloomberg”
means Bloomberg Financial Markets.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


“Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid
price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m.,
New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market
for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case
may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 10. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during the applicable calculation period.


 




    	 



    	 



    

 


“Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


“Expiration
Date” means January [  ], 2025, or if such date falls on a day other than a Business Day or on which trading does not
take place on the Principal Market, the next Business Day.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


“Principal
Market” means the NASDAQ Capital Market.


 


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time).


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Placement Agent Warrant to Purchase Common Stock to be duly executed as of the
Issuance Date set out above.


 


	 	Taronis
    Technologies, Inc. 
	 	 
	 	By:	 
	 	Name:	Scott
    Mahoney
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


PLACEMENT
AGENT WARRANT TO PURCHASE COMMON STOCK


 


TARONIS
TECHNOLOGIES, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of Taronis Technologies, Inc., a Delaware corporation (the “Company”), evidenced by the attached Placement
Agent Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made with respect to _______________
Warrant Shares.


 


2.
Payment of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $________________ to the Company
in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the Holder __________ Warrant Shares in accordance with the terms
of the Warrant.


 


	Date:
    _______________ __, ______	 
	 	 
	 	 
	Name
    of Registered Holder	 
	 	 
	By:	                            	 
	Name:		 
	Title:		 


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs Corporate Stock Transfer to issue the above indicated number
of shares of Common Stock.


 


	 	TARONIS
    TECHNOLOGIES, INC. 
	 	 
	 	By:	                                 
	 	Name:	 
	 	Title: