Exhibit
10.1


 


“FORM
OF”


 


SECURITIES
SETTLEMENT AGREEMENT





 


This
SECURITIES SETTLEMENT AGREEMENT (the “Agreement”), dated as of March 27, 2020, is by and among Taronis
Technologies, Inc., a Delaware corporation, with offices located at 300 W. Clarendon Ave. #230, Phoenix, Arizona 85013 (the “Company”)
and Bespoke Growth Partners, Inc., a Delaware corporation (“BESPOKE”).


 


RECITALS


 


	 	A.	BESPOKE
    is entitled to certain monies from the Company in the aggregate amount of $1,479,135 (the “Indebtedness”)
    arising from that certain Promissory Note dated February 14, 2020 in the amount of $1,312,500 and the partial assignment of
    $166,635 of that certain Promissory Note dated February 18, 2020 by and between the Company and BESPOKE as amended to date
    (“Agreement”).
	 	 	 
	 	B.	The
    Company and BESPOKE desire to enter into this transaction for the Company to issue at market price to BESPOKE $1,479,135 worth
    of registered freely tradable shares (the “Securities”) of the Company’s common stock, $0.001 par
    value (“Common Stock”), in satisfaction and payment in full of payment of the Indebtedness.
	 	 	 
	 	C.	Contemporaneously
    with the execution of this Agreement, the Company shall file a prospectus supplement to its existing shelf registration statement
    on Form S-3, Registration No. 333-230854, with the United States Securities and Exchange Commission (the “SEC”),
    which includes the Securities (the “Registration Statement”).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the recitals above incorporated herein by this reference and the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and BESPOKE
hereby agree as follows:


 


1.
ISSUANCE OF COMMON STOCK IN SATISFACTION OF INDEBTEDNESS.


 


(a)
Issuance of Common Stock. In full satisfaction and in lieu of cash payment of the Indebtedness due to BESPOKE, the Company
shall issue to BESPOKE on the Closing Date (as defined below) the Securities.


 




    	 



    	 



    

 


(b)
Closing. The sale and purchase of the Securities shall take place at a closing (the “Closing”) to be
managed by the remote exchange of documents. The date and time of the Closing shall be 5:00 p.m., New York time, on the Effective
Date, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).


 


2.
BESPOKE’S REPRESENTATIONS AND WARRANTIES.


 


BESPOKE
represents and warrants to the Company with respect to only itself that, as of the date hereof and the Closing Date:


 


(a)
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of BESPOKE
and shall constitute the legal, valid and binding obligation of BESPOKE enforceable against BESPOKE in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


(b)
No Conflicts. The execution, delivery and performance by BESPOKE of
this Agreement and the consummation by BESPOKE of the transactions contemplated hereby
will not (i) result in a violation of the organizational documents of BESPOKE or
(ii) conflict with, or constitute a default (or an event which 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, any agreement, indenture or instrument
to which BESPOKE is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to BESPOKE,
except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of BESPOKE to
perform its obligations hereunder.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to BESPOKE that, as of the date hereof and the Closing Date:


 


(a)
Authorization; Enforcement; Validity. The Company has the requisite power and authority
to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof
and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions
contemplated hereby (including, without limitation, the issuance of the shares of
Common Stock) have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC
of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as
may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing,
consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders
or other governing body. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except
as rights to indemnification and to contribution may be limited by federal or state securities law.


 




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(b)
Issuance of Securities. The issuance of the Securities is duly authorized and the
Securities, when issued, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights,
mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other
encumbrances (collectively “Liens”) with respect to the issuance thereof.


 


(c)
Registration. As of the Closing, the Securities shall have been registered under
the Securities Act of 1933, as amended (the “1933 Act”) and will be issued pursuant to the Registration Statement.
As such, the Securities will be freely transferable and freely tradable by BESPOKE without
restriction, whether by way of registration or some exemption therefrom. The Registration Statement and any prospectus included
therein, shall comply in all material respects with the requirements of the 1933 Act, and the documents incorporated by reference
into the Registration Statement, when filed, shall comply in all material respects with the requirements of the 1934 Act and,
in each case, with the rules and regulations of the SEC promulgated under the 1933 Act or the 1934 Act, as the case may be. At
the time the Registration Statement and any amendments thereto become effective the Registration Statement and any amendments
thereto will comply in all material respects with the requirements of the 1933 Act and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading. The prospectus contained in the Registration Statement and any amendments or supplements thereto, at the time
the prospectus or any amendment or supplement thereto is issued, will comply in all material respects with the requirements of
the 1933 Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. 


 


(c)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby (including, without limitation, the issuance of the Securities and the registration of
the Securities pursuant to the Registration Statement) will not (i) result in a violation of the Certificate of Incorporation
(as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below),
certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the
Company or any of its subsidiaries, or any capital stock or other securities of the Company or any of its subsidiaries, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations applicable to the
Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.


 




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4.
REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)
Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record (x)
the name and address of the person in whose name the shares of Common Stock have been issued (including the name and address of
each transferee) and (y) the aggregate number of shares of Common Stock held by such Person. The Company shall keep the register
open and available at all times during business hours for inspection of any BESPOKE or its legal representatives.


 


(b)
Transfer Agent Instructions. From and
after the Effective Date:


 


(i)
the Company shall issue
irrevocable instructions to the transfer agent set forth in Section 5(f) below and to any subsequent transfer agent (as applicable,
the “Transfer Agent”) in a form acceptable to BESPOKE
(the “Irrevocable Transfer Agent Instructions”) to issue certificates
or credit shares to the applicable balance accounts at DTC, registered in the name of BESPOKE or
its respective nominee(s), for the Securities;


 


(ii)
the Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in
this Section 5(b) will be given by the Company to its Transfer Agent with respect to the Securities, and that the Securities shall
otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement;
and


 


(iii)
if BESPOKE effects a sale, assignment or transfer of the Securities, the Company shall permit the transfer and shall promptly
instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such
name and in such denominations as specified by BESPOKE to effect such sale, transfer or assignment.


 


(c)
Legends. Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.


 


(d)
FAST Compliance. From and after the Effective Date, while any shares of Common Stock remain outstanding, the Company shall
maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program (“FAST”).


 


6.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of Florida, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Florida or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Florida. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in West Palm Beach, Florida, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby, 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. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude BESPOKE
from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to BESPOKE or to enforce a judgment
or other court ruling in favor of BESPOKE. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, 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.


 




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(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


(c)
Headings; Gender. The headings of this
Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(d)
Severability. If any provision of this
Agreement 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 Agreement so long as this Agreement 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).


 


(e)
Entire Agreement;
Amendments. Except as set forth in Section 3(d) hereof, this Agreement supersedes all other prior oral or written agreements
between BESPOKE and
the Company contains the entire understanding of the parties solely with respect to the matters covered herein. For clarification
purposes, the Recitals are part of this Agreement and the Engagement Agreement remains in full force and effect. No provision
of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and BESPOKE.


 




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(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been given and delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with
next day delivery specified, in each case, properly addressed to the party to receive the same. As used herein “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to remain closed. The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 


If
to the Company:


 


Taronis
Technologies, Inc.


24980
N. 83rd Avenue, Ste. 100





Peoria,
AZ 85383


Telephone:
(866) 370-3835


Attention:
Legal Department


E-Mail:
notices@taronistech.com


 


If
to the Transfer Agent:


 


EQ


3200
Cherry Creek Drive South, #430





Denver,
CO 80209


Telephone:
(303) 282-4800


Facsimile:
(303) 282-5800


Attention:
Karen Naughton 


E-Mail:
knaughton@corporatestock.com


 


If
to BESPOKE:


 


Bespoke
Growth Partners, Inc.


[Address]

Telephone:


Fax:

E-mail:

Attention:


 


or
to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party
has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect
to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.


 




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(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of any of the Securities. The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent of BESPOKE. BESPOKE may assign some or all of its rights hereunder
in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall
be deemed to be BESPOKE hereunder with respect to such assigned rights.


 


(h)
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)
Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing. BESPOKE
shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j)
Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents,
as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


 


(k)
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall
limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices,
shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect
to the Common Stock after the date of this Agreement through the Closing Date.


 


(l)
Remedies. BESPOKE, and in the event
of assignment by BESPOKE of its rights and obligations hereunder, each holder of
Securities, shall have all rights and remedies set forth in this Agreement and all of the rights which such holders have under
the law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe,
or discharge any or all of its obligations under this Agreement, any remedy at law would inadequate relief to BESPOKE.
The Company therefore agrees that BESPOKE shall
be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any
court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or
other security. The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under
this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief).


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, BESPOKE and the Company have caused their respective signature page to this Agreement to be duly executed
as of the date first written above.


 


	 	BESPOKE
    GROWTH PARTNERS, INC.
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Securities Settlement Agreement]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, BESPOKE and the Company have caused their respective signature page to this Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	TARONIS
    TECHNOLOGIES, INC.
	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Securities Settlement Agreement]