Exhibit 10.3


 





AMENDMENT TO


 


TO


 


COMMON STOCK PURCHASE WARRANT


 


magnegas
corporation


 


THIS AMENDMENT TO COMMON
STOCK PURCHASE WARRANT (the “Amendment”) dated as of May 11, 2016, is between MagneGas Corporation, a Delaware
corporation (the “Company”) and Alpha Capital Anstalt (the “Investor”), a Liechtenstein corporation.


 


WHEREAS, in connection
with that certain Securities Purchase Agreement between the Company and the Investor dated October 21, 2014, the Company issued
to the Investor a Common Stock Purchase Warrant for 5,000,000 shares of the Company’s common stock on October 23, 2014 (the
“October 2014 Warrant”);


 


WHEREAS, the October
2014 Warrant contained a provision allowing for “cashless exercise”: (a) at the option of the Investor if there was
no effective registration statement for the shares underlying the October 2014 Warrant; or (b) automatically upon the Termination
Date;


 


WHEREAS, the Company
and the Investor wish to clarify that the October 2014 Warrant “cashless exercise” provision should always have contained
sentences clarifying that if the Company could not deliver registered shares upon settlement of the cashless exercise, the Company
is not required to pay cash in lieu of such registered shares;


 


WHEREAS, the October
2014 Warrant contained a provision that upon the occurrence of a Fundamental Transaction (as defined in the October 2014 Warrant)
the Investor would have the option to receive cash for the remaining unexercised portion of the October 2014 Warrant.


 


WHEREAS, the Company
and the Investor wish to clarify that the October 2014 Warrant should never have contained a provision for the Investor to have
the option, upon the occurrence of a Fundamental Transaction, to receive cash for the remaining unexercised portion of the October
2014 Warrant;


 


WHEREAS, in the year
ended December 31, 2014 the Investor did not exercise any of the shares of the October 2014 Warrant;


 


WHEREAS, in the year ended December 31,
2015 the Investor exercised 2,850,000 shares of the October 2014 Warrant;


 


WHEREAS, since October
23, 2014, there have been no cashless exercises of the October 2014 Warrant by the Investor;


 


WHEREAS, since October
23, 2014, no Fundamental Transaction has occurred;


 


WHEREAS, the Company
and the Investor wish to amend the October 2014 Warrant to revise the “cashless exercise” and Fundamental Transaction
provisions retroactive to October 23, 2014; and


 


WHEREAS, the Company,
separate and apart from making the corrections to the October 2014 Warrant described above, wishes to give the Investor the right
to participate in any potential offerings of securities between May 11, 2016 and December 31, 2017.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Investor agree as follows:


 






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ARTICLE I


 


AMENDMENT TO OCTOBER 2014 WARRANT


 


Section 1.1 Amendments to Cashless Exercise Provision.


 


		(a)	The following underlined and bolded words shall be added to Section 2(c) of the October 2014 Warrant:



 


If at any time after the six month anniversary of
the date of the Purchase Agreement, there is no effective Registration Statement registering, or no current prospectus available
for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time
by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal
to the quotient obtained by utilizing the formula below. The Company is not required to pay cash if it can only deliver upon
settlement of a non-Termination Date “cashless exercise” Warrant Shares that are not registered under the Securities
Act. The formula consists of dividing [(A-B) (X)] by (A), where


 


(A) = the VWAP on the Trading Day immediately preceding
the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable
Notice of Exercise;


 


(B) = the Exercise Price of this Warrant, as adjusted
hereunder; and


 


(X) = the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.


 


Notwithstanding anything herein to the contrary, on
the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c). The
Company is not required to pay cash if it can only deliver upon settlement of the Termination Date “cashless exercise”
Warrant Shares that are not registered under the Securities Act.


 


		(b)	The following words that have a strikethrough and are bolded shall be deleted from Section 5(f) of the October 2014 Warrant:



 


The Holder acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise,
will have restrictions upon resale imposed by state and federal securities laws


 


Section 1.2 Amendments to Fundamental Transaction Provision.
Section 3(e) of the October 2014 Warrant shall be deleted in its entirety and replaced with the following:


 






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e)         Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Company (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, at the Company’s option,
exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, the Company
or any Successor Entity (as defined below) shall purchase this Warrant from the Holder by paying, at the option of the Company,
to the Holder within ten Business Days after such request (or, if later, on the effective date of the Fundamental Transaction)
in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the effective date of such
Fundamental Transaction, either: (a) Common Stock (or corresponding Corporate Event Consideration, as applicable) valued at the
value of the consideration received by the shareholders in such Fundamental Transaction, or (y) cash. “Corporate Event Consideration”
means, collectively, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other
purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental
Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant). “Black Scholes Value” means the value of this Warrant based on the Black
and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this
Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 






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Section 1.3 Renumbering of Section 5 Miscellaneous. The
current Section 5 of the October 2014 Warrant is hereby renumbered as Section 6.


 


Section 1.4 New Section 5 Right of Participation. A new
Section 5 of the October 2014 Warrant is inserted as follows:


 


Section 5.Right
of Participation.


 


a)       Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings set forth
in this Section 5(a):


 


“Institutional Investor”
means an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) under the Securities Act.


 


“Offering”
means any offering by the Company prior to January 1, 2018, whether pursuant to an effective registration statement under the Securities
Act or not, of debt securities, Common Stock or Common Stock Equivalents.


 


“Offering Notice”
means a written notice, whether sent vie email, facsimile, or a letter sent via U.S. nationally recognized overnight courier service,
by the Company to the Holder stating its bona fide intention to engage in an Offering and specifying the number and the price of
Common Stock or Common Stock Equivalents to be offered and the percentage allocation to any Institutional Investors who are scheduled
to participate in the Offering. In the event the terms of the Offering change the Company shall provide a new Offering Notice.


 


“Offering Notice Period” means
5:30 p.m. (New York City time) on the fifth (5th) Business Day following the Holder’s receipt of the Offering
Notice. In the event the terms of the Offering change, the Offering Notice Period shall be extended until fifth (5th)
Business Day following the Holder’s receipt of the new Offering Notice.


 





b)       Mechanics of Participation.


 


i.      Upon receipt of an Offering Notice regarding an Offering solely involving debt securities or involving
debt securities in combination with Common Stock or Common Stock Equivalents, the Holder shall have until the end of the Offering
Notice Period to offer to purchase up to 35% (thirty-five percent) of the securities being offered in the Offering by delivering
a written notice to the Company stating that it offers to purchase the amount of securities indicated in the Holder’s notice
to the Company (the “Holder Notice of Participation”).


 


ii.      Upon receipt of Offering Notice regarding an Offering solely involving Common Stock or Common
Stock Equivalents, the Holder shall have until the end of the Offering Notice Period to offer to purchase up to 35% (thirty-five
percent) of the Common Stock or Common Stock Equivalents being offered in the Offering by delivering a Holder Notice of Participation;
provided, however, that in the event the Holder elects to participate in an Offering solely involving Common Stock or Common Stock
Equivalents, the Holder must purchase a percentage of the Common Stock or Common Stock Equivalents offered equal to the lower of
(i) a percentage equal to or greater than the lowest allocation to any other Institutional Investor in the Offering as indicated
in the Offering Notice; or (ii) $3,000,000.


 


iii.      If the Holder does not deliver an Holder Notice of Participation prior to the end of the Offering
Notice Period, the Holder shall be deemed to have waived all of the Holder’s rights to participate in the Offering under
this Section 5(b), and the Company shall be free to ask other potential investors to participate in the Offering without any further
obligation to the Holder pursuant to this Section 5(b).


 






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ARTICLE II


 


MISCELLANEOUS


 


 


Section 2.1 Capitalized
Terms. In addition to the terms defined elsewhere in this Amendment, capitalized terms that are not otherwise defined herein
have the meanings given to such terms in the October 2014 Warrant.


 


Section 2.2 No Other
Amendments. This Amendment does not, other than as set forth in Article I of this Amendment, amend any other provision of the
October 2014 Warrant.


 


Section 2.3 Conflicts.
To the extent there is any conflict between the terms of this Amendment and the October 2014 Warrant, the terms of this Amendment
shall take precedence.


 


Section 2.4 Retroactive.
The parties agree that Sections 1.1 and 1.2 of this Amendment shall be retroactive to the date that the October 2014 Warrant was
originally issued.


 


Section 2.5 Amendment.
The provisions of the October 2014 Warrant amended herein may not be further modified or amended unless the Investor consents.


 


Section 2.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Amendment and shall not be deemed to limit or affect
any of the provisions hereof.


 


Section 2.7 Severability.
If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(Signature
Pages Follow)


 


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to Common Stock Purchase Warrant to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	MAGNEGAS CORPORATION	 	Addresses
    for Notice:
	 	 	 
	By:	/s/
    Luisa Ingargiola	 	Mailing Address:
	 	 	 	 
	 	Name:
        Luisa Ingargiola

        Title:
        Chief Financial Officer
	 	11885
        44th Street N.

        Clearwater,
        FL 33762

         

        Email
        Address:

        Fax
        Number:




 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


SIGNATURE PAGE
FOR INVESTOR FOLLOWS]


 


 




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[INVESTOR SIGNATURE
PAGES TO AMENDMENT TO COMMON STOCK PURCHASE WARRANT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Amendment to Common Stock Purchase Warrant to be duly executed by their respective authorized
signatories as of the date first indicated above.


 





	Name of investor:  Alpha Capital Anstalt	 
	 	 
	Signature of Authorized Signatory of Investor: /s/ Konrad Ackermann	 
	 	 
	Name of Authorized Signatory: Konrad Ackermann	 
	 	 
	Title of Authorized Signatory: Director	 


 





	Email Address of Authorized Signatory:	 	 
	 	 	 
	Facsimile Number of Authorized Signatory:	 	 


 





	Address for Notice to Investor:	 
	 	 
	Alpha Capital Anstalt	 
	Lettstrasse 32	 
	9490 Vaduz	 
	Principality of Liechtenstein	 







 


 



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