Exhibit 10.1


 


“FORM OF” EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(the “Agreement”) is made as of the 31st day of March 2020, by and between Taronis Technologies,
Inc., a Delaware corporation (the “Company”), and the signatory hereto (the “Holder”).


 


WHEREAS, on [                  ],
pursuant to that certain [                  ]
(“Agreement”) between the Company and the Holder, the Company [ describe issuances ].


 


WHEREAS, on the
date hereof, the Holder owns [                  ]
shares of Common Stock (the “Held Stock”);


 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and in reliance on Section 3(a)(9) of the Securities Act, the Company desires to exchange
with the Holder, and the Holder desires to exchange with the Company, the Held Stock for Prepaid Common Stock Warrants (“Warrants”).


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises
and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties hereto, intending
to be legally bound hereby, agree as follows:


 


1. Exchange. On
the Closing Date, subject to the terms and conditions of this Agreement, the Holder shall, and the Company shall, pursuant to Section
3(a)(9) of the Securities Act, exchange all of the Held Stock for Warrants exercisable into [                        ]
shares of Common Stock, the (“Exchange Securities”). Subject to the conditions set forth below, the Exchange
shall take place electronically by the remote exchange of documents, or at such other time and place as the Company and the Holder
mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions
shall occur (such transactions in this Section 1, the “Exchange”):


 


1.1 On the Closing Date,
in exchange for the Held Stock, the Company shall deliver the Exchange Securities to the Holder or its designee in accordance with
the Holder’s delivery instructions set forth on the Holder’s signature page hereto. Upon receipt of the Exchange Securities
in accordance with this Section 2.1, all of the Holder’s rights under the Held Stock shall be extinguished. The Holder shall
tender to the Company’s transfer agent (with all necessary endorsements) the Held Stock within five (5) Trading Days (as
defined below) of the Closing Date.


 


1.2 On the Closing Date,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, irrespective
of the date such Exchange Securities are delivered to the Holder in accordance herewith. As used herein, “Trading Day”
means any day on which the Common Stock is traded on the NASDAQ Capital Market, or, if the NASDAQ Capital 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.


 






    	 	 	 



    	 



    

 


1.3 The Company and the Holder
shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange.


 


2. Closing Conditions.


 


2.1 Conditions to Holder’s
Obligations. The obligation of the Holder to consummate the Exchange is subject to the fulfillment, to the Holder’s reasonable
satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a) Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in
all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b) No Actions.
No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court,
governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages in respect of,
this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c) Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Holder, and the Holder shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request.


 


2.2 Conditions to the
Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the fulfillment, to the
Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a) Representations
and Warranties. The representations and warranties of the Holder contained in this Agreement shall be true and correct in all
material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b) No Actions.
No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court,
governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in respect of,
this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c) Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments
incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall have received
all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.


 






    	 	 	 



    	 



    

 


3. Representations and
Warranties of the Company. The Company hereby represents and warrants to Holder that:


 


3.1 Organization, Good
Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which
the failure to so qualify would have a material adverse effect on its business or properties.


 


3.2 Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of the Company hereunder, and the authorization (or reservation
for issuance of), the Exchange, and the issuance of the Exchange Securities and the shares of Common Stock issuable upon exercise
of the Exchange Securities have been taken on or prior to the date hereof.


 


3.3 Valid Issuance of
the Securities. The Warrants and shares of Common Stock issuable upon exercise thereof, when issued and delivered in accordance
with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.


 


3.4 Offering. Subject
to the truth and accuracy of the Holder’s representations set forth in Section 4 of this Agreement, the offer and issuance
of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act. Neither
the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.


 


3.5 Compliance with Laws.
The Company has not violated any law or any governmental regulation or requirement which violation has had or would reasonably
be expected to have a material adverse effect on its business, and the Company has not received written notice of any such violation.


 


3.6 Consents; Waivers.
No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already obtained, is required
in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions
provided for herein and therein.


 


3.7 Acknowledgment
Regarding Holder’s Purchase of Securities. The Company acknowledges and agrees that the Holder is acting solely in
the capacity of arm’s length Holder with respect to this Agreement and the other documents entered into in connection
herewith (collectively, the “Transaction Documents”) and the transactions contemplated hereby and thereby
and that the Holder is not (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as
defined in Rule 144 promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended). The Company further acknowledges that the Holder is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
hereby and thereby, and any advice given by the Holder or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Holder’s
acceptance of the Exchange Securities. The Company further represents to the Holder that the Company’s decision to
enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its
representatives.


 






    	 	 	 



    	 



    

 


3.8 Absence of Litigation.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Exchange Securities
or any of the Company’s officers or directors in their capacities as such.


 


3.9 No Group. The
Company acknowledges that, to the Company’s knowledge, the Holder is acting independently in connection with this Agreement
and the transactions contemplated hereby, and is not acting as part of a “group” as such term is defined under Section
13(d) of the Securities Act and the rules and regulations promulgated thereunder.


 


3.10 Validity; Enforcement;
No Conflicts. This Agreement and each Transaction Document to which the Company is a party have been duly and validly authorized,
executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their respective 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. The execution, delivery and performance
by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by the Company
of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Company
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 the Company is a party or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities or “blue sky” laws) applicable to the Company, except in the case
of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of the Company to perform its obligations hereunder.


 


3.11 Disclosure. The
Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with
any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands
and confirms that the Holder will rely on the foregoing representations in effecting transactions in the Exchange Securities.


 


4. Representations and
Warranties of the Holder. The Holder hereby represents, warrants and covenants that:


 


4.1 Authorization.
The Holder has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement,
the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.


 






    	 	 	 



    	 



    

 


4.2 Accredited Investor
Status; Investment Experience. The Holder is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D. The Holder can bear the economic risk of its investment in the Exchange Securities, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities.


 


4.3 Reliance on Exemptions.
The Holder understands that the Exchange Securities are being offered and issued to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of
the Holder to acquire the Exchange Securities.


 


4.4 Information. The
Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and issuance of the Exchange Securities which have been requested by the Holder. The
Holder has had the opportunity to review the Company’s filings with the Securities and Exchange Commission. The Holder and
its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by the Holder or its advisors, if any, or its representatives shall modify, amend or affect
the Holder’s right to rely on the Company’s representations and warranties contained herein. The Holder understands
that its investment in the Exchange Securities involves a high degree of risk. The Holder has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Exchange
Securities. The Holder is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company
or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Exchange
Securities and the transactions contemplated by this Agreement.


 


4.5 No Governmental Review.
The Holder understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Exchange Securities or the fairness or suitability of the investment in the
Exchange Securities nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Securities.


 


4.6 Validity; Enforcement;
No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have been duly and validly authorized,
executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable
against the Holder in accordance with their respective 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. The execution, delivery and performance
by the Holder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder
of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder
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 the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities or “blue sky” laws) applicable to the Holder, except in the case of clause (ii) above,
for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Holder to perform its obligations hereunder.


 






    	 	 	 



    	 



    

 


4.7 Ownership of Held
Stock. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Held Stock.
The Holder has full power and authority to transfer and dispose of the Held Stock to the Company free and clear of any right or
Lien. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other
right, of any Person to acquire all or any part of the Held Stock. As used herein, “Liens” shall mean
any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional
sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not
perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant
or submit to any of the foregoing in the future.


 


4.8 No Consideration Paid.
No commission or other remuneration has been paid by the Holder (or any of its agents or affiliates) to the Company related to
the Exchange.


 


5. Additional Covenants.


 


5.1 Tacking. Subject
to the truth and accuracy of the Holder’s representations set forth in Section 4 of this Agreement, the parties acknowledge
and agree that in accordance with Section 3(a)(9) of the Securities Act, the Exchange Securities issued in exchange for Held Stock
will tack back to the original issue date of such Held Stock for purposes of Rule 144 and the Company agrees not to take a position
to the contrary.


 


5.2 Blue Sky. The
Company shall make all filings and reports relating to the Exchange Securities required under applicable securities or “Blue
Sky” laws of the states of the United States following the date hereof, if any.


 


5.3 Fees and Expenses.
Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


6. Miscellaneous.


 


6.1 Successors and Assigns.
Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto and the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 






    	 	 	 



    	 



    

 


6.2 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 Arizona, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Arizona or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Arizona. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts
sitting in The City of Arizona, County of Maricopa, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.3 Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


6.4 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 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 by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case
properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such
communications shall be:


 


If to the Company:


 


	 	Taronis
    Technologies, Inc.
	 	300
    W. Clarendon Ave. #230
	 	Phoenix,
    Arizona 85013
	 	Attn:
    Legal Department
	 	Email:
    notices@taronistech.com


 


If to the Holder, to its
address, facsimile number and email address set forth on its signature page hereto, or to such other address, facsimile number
and/or email address 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 email containing the time, date, recipient facsimile number and 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.


 






    	 	 	 



    	 



    

 


6.5 Finder’s Fees.
Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this
transaction. The Holder shall indemnify and hold harmless the Company from any liability for any commission or compensation in
the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which
the Holder or any of its officers, partners, employees or representatives is responsible. The Company shall indemnify and hold
harmless the Holder from any liability for any commission or compensation in the nature of a finders’ fee (and the costs
and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 


6.6 Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.
Any amendment or waiver effected in accordance with this paragraph shall be binding upon Holder and the Company, provided that
no such amendment shall be binding on a holder that does not consent thereto to the extent such amendment treats such party differently
than any party that does consent thereto.


 


6.7 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


6.8 Entire Agreement.
This Agreement represents the entire agreement and understanding between the parties concerning the Exchange and the other matters
described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with respect to
the subject matter hereof and thereof.


 


6.9 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


6.10 Interpretation.
Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular
the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive
meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or
“herein” relate to this Agreement.


 






    	 	 	 



    	 



    

 


6.11 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.


 


6.12 Survival. The
representations, warranties and covenants of the Company and the Holder contained herein shall survive the Closing and delivery
of the Securities.


 


6.13 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.


 


6.14 No Strict 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.


 


[SIGNATURES ON THE FOLLOWING PAGES]


 






    	 	 	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	THE
    COMPANY:
	 	 
	 	TARONIS
    TECHNOLOGIES, INC.
	 	
	 	By:	                     
	 	Name:	Scott
    Mahoney
	 	Title:
    	Chief
    Executive Officer


 






    	 	 	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


HOLDER:


 


Name of Holder: _______________________________________________________________


 


Signature of Authorized Signatory of Holder:
_________________________________________


 


Name of Authorized Signatory: _____________________________________________________________________


 


Title of Authorized Signatory: ______________________________________________________________________


 





Email Address of Authorized Signatory: ______________________________________________________________


 


Address for Notice to Holder:


 


Address for Delivery of Warrants to Holder
(if not same as address for notice):


 


DWAC Instructions for Shares issued upon Exercise
of Warrants: