Master Distribution Agreement

By and Between

Taronis Technologies, Inc.

And

Taronis Fuels, Inc.

Dated as of December 2, 2019

Table of Contents

Exhibits and Schedules

MASTER DISTRIBUTION AGREEMENT

THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 2, 2019 (the “Execution Date”), is made and entered into by and between Taronis Technologies, Inc., a Delaware corporation (“Tech”), and Taronis Fuels, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Fuels”). Each of Tech and Fuels may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Board of Directors of Tech (the “Tech Board”) has determined that it is advisable and in the best interests of Tech and Tech’s stockholders to separate the Fuels Business from that of Tech’s standing alone, creating two independent publicly traded companies;

WHEREAS, the Parties contemplate that the Fuels Business will be transferred to Fuels (the “Separation”) as provided for in the Separation Agreement;

WHEREAS, the Parties contemplate that immediately following the Fuels Transfer, Tech shall distribute 100% of the issued and outstanding Fuels Shares to holders of Tech’s Shares (as of the Record Date) on the Distribution Date, on a pro rata basis (the “Distribution”);

WHEREAS, for U.S. federal income tax purposes, the Parties intend that (i) the Fuels Transfer, taken together with the Distribution, qualify as a reorganization pursuant to Section 368 of the Code, (ii) the Distribution as such, qualify as a distribution of the Fuels Shares to the Fuels shareholders pursuant to Section 355 of the Code, and the execution of this Agreement constitute a “plan of reorganization” within the meaning of Section 368 of the Code;

WHEREAS, the Parties intend in this Agreement to set forth the principal corporate transactions required to effect the Distribution and certain other agreements governing various matters relating to the Distribution and the relationship of Tech, Fuels and the members of their respective Groups following the Distribution; and

WHEREAS, Tech and Fuels acknowledge that this Agreement, the Separation Agreement and the Ancillary Agreements represent the integrated agreement of Tech and Fuels relating to the Distribution, are entered into simultaneously and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I. DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

Section 1.02 Interpretation. Unless the express context otherwise requires:

(a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c) the terms “Dollars” and “$” mean United States Dollars;

(d) references herein to a specific Section, Subsection or Recital shall refer, respectively, to Sections, Subsections or Recitals of this Agreement;

(e) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f) references herein to any gender shall include each other gender;

(g) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02(g) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(i) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(j) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(k) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

(l) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. THE TRANSACTION

Section 2.01 The Transaction; Sole and Absolute Discretion; Cooperation

Section 2.02 Undertakings Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

Section 2.03 Conditions to the Distribution.

Section 2.04 The Distribution.

Section 2.05 Additional Defined Terms.

Section 2.06 Plan of Reorganization. This Agreement will constitute a “plan of reorganization” for the Transactions under Treasury Regulation Section 1.368-2(g). Pursuant to the plan of reorganization, Tech will complete the Distribution.

Article III. MUTUAL RELEASES; INDEMNIFICATION

Section 3.01 Release of Pre-Distribution Claims

Section 3.02 Indemnification by Fuels.

Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Fuels shall, and shall cause the other members of the Fuels Group to, indemnify, defend and hold harmless Tech, each member of the Tech Group and each of their respective past, present and future directors, officers, employees and agents, in each case, in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Tech Indemnitees”), from and against any and all Liabilities of the Tech Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

Section 3.03 Indemnification by Tech. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Tech shall, and shall cause the other members of the Tech Group to, indemnify, defend and hold harmless Fuels, each member of the Fuels Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Fuels Indemnitees”), from and against any and all Liabilities of the Fuels Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

Section 3.04 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

Section 3.05 Procedures for Indemnification of Third-Party Claims.

Section 3.06 Additional Matters.

Section 3.07 Right of Contribution

Section 3.08 Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Fuels Liabilities by Fuels or a member of the Fuels Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Tech Liabilities by Tech or a member of the Tech Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (c) the provisions of this Article III are void or unenforceable for any reason. Furthermore, from and after the Distribution Date, Tech covenants that it will not sue, and it will ensure that none of its Affiliates will sue Fuels or any of its Subsidiaries or direct or indirect customers, suppliers or distributors for Patent or Copyright infringement, or trade secret misappropriation based upon the manufacture, use, sale, offer for sale, research, development, marketing, importation or exportation of products related to Fuels Business as it is conducted immediately prior to the Effective Time.

Section 3.09 Remedies Cumulative. The remedies provided in this Article III shall be cumulative and, subject to the provisions of Article VII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 3.10 Survival of Indemnities. The rights and obligations of each of Tech and Fuels and their respective Indemnitees under this Article III shall survive (a) the sale or other transfer by either Party or any member of such Party’s Group of any assets or businesses or the assignment by it of any liabilities, or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of such Party’s Group.

Article IV. CERTAIN OTHER MATTERS

Section 4.01 Insurance Matters

Section 4.02 Continuation of Director and Officer Insurance. For a period of not less than six (6) years from and after the Distribution Date, Tech shall, and shall cause the Tech Group to, maintain directors and officers liability insurance covering the persons who are presently covered by Tech’s and its Subsidiaries’ directors and officers liability insurance policies with respect to actions and omissions occurring prior to the Distribution Date, providing coverage not less favorable than provided by such insurance in effect on the Execution Date.

Section 4.03 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to Prime Rate plus one percent (1%).

Section 4.04 Treatment of Payments for Tax Purposes. Unless otherwise required by a Final Determination, this Agreement the Parties agree that any payment made pursuant to this Agreement (other than payments with respect to interest accruing after the Effective Time) by: (i) Fuels to Tech shall be treated for all tax purposes as a distribution by Fuels to Tech with respect to Fuels Shares occurring immediately before the Distribution; (ii) Tech to Fuels shall be treated for all tax purposes as a tax-free contribution by Tech to Fuels with respect to its stock occurring immediately before the Distribution; and (iii) any payment of interest shall be treated as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. No Party shall take any position inconsistent with this Section 4.04, and, in the event that a Governmental Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in this Section 4.04, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 4.05 Inducement. Fuels acknowledges and agrees that Tech’s willingness to cause, effect and consummate the Distribution has been conditioned upon and induced by Fuels’ covenants and agreements in this Agreement and the Ancillary Agreements, including Fuels’ assumption of the Fuels Liabilities pursuant to the Separation and the provisions of this Agreement and Fuels’ covenants and agreements contained in Article III.

Section 4.06 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article III) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

Article V. EXCHANGE OF INFORMATION; CONFIDENTIALITY

Section 5.01 Agreement for Exchange of Information.

Section 5.02 Ownership of Information. The provision of any information pursuant to Section 5.01 or Section 5.07 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such information.

Section 5.03 Compensation for Providing Information. The Party requesting information shall not be required to pay or reimburse the other Party for the cost of creating, gathering, copying, transporting and otherwise complying with a request with respect to such information (including those expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information); provided, however, that the Party requesting information shall be required to pay or reimburse the other Party for such costs in connection with any request resulting in a significant burden on the other Party, involving an unusually high volume of requested information, or otherwise arising outside the ordinary course of such requests.

Section 5.04 Retention of Information. To facilitate the possible exchange of information pursuant to this Article V and other provisions of this Agreement after the Effective Time, the Parties agree to use their respective commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control on the Effective Time in accordance with the policies of Tech as in effect on the Effective Time or such other policies as may be adopted by Tech after the Effective Time (provided, in the case of Fuels, that Tech notifies Fuels of any such change); provided, however, that in the case of any information relating to Taxes, such retention period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof). Without limiting the foregoing retention obligations of the Parties, before destroying or disposing of any books, records or other tangible Information relating to the business, Assets or Liabilities of the other Party’s Group, (i) the Party proposing to dispose of or destroy such tangible Information shall use commercially reasonable efforts to provide no less than ninety (90) days prior written notice to the other Party, specifying the books, records or other tangible Information proposed to be destroyed or disposed of and (ii) if, before the scheduled date for such destruction or disposal, the other Party requests in writing that any of the books, records or other tangible Information proposed to be destroyed or disposed of be delivered or made available to such other Party, then the Party proposing to destroy or dispose of the books, records or other tangible Information will promptly arrange for the delivery or making available of the requested books, records or other tangible Information to or at a location specified by, and at the sole cost and expense of, the requesting Party. Notwithstanding the foregoing, each Party may destroy or dispose of any books, records or other tangible Information that the other Party has previously received copies of, without any obligation to notify the other Party thereof.

Section 5.05 Limitations of Liability. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 5.04.

Section 5.06 Other Agreements Providing for Exchange of Information.

Section 5.07 Production of Witnesses; Records; Cooperation.

Section 5.08 Privileged Matters.

Section 5.09 Confidentiality.

Section 5.10 Protective Arrangements. In the event that a Party or any member of such Party’s Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

Article VI. DISPUTE RESOLUTION

Section 6.01 Good-Faith Officer Negotiation. Either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or, except as otherwise provided therein, any Ancillary Agreement (including regarding whether any Assets are Fuels Assets, any Liabilities are Fuels Liabilities or the validity, interpretation, breach or termination of this Agreement or, except as otherwise provided therein, any Ancillary Agreement) (a “Dispute”) may provide written notice thereof to the other Party (the “Initial Notice”), and the Parties shall thereafter attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives of each Party who hold, at a minimum, the title of vice president and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Section 6.02 Good-Faith CEO Negotiation. In the event that a Dispute has not been resolved pursuant to Section 6.01 within thirty (30) days after receipt by a Party of the Initial Notice, or within such longer period as the Parties may agree to in writing, the Party that delivered the Initial Notice shall provide written notice of such Dispute to the Chief Executive Officer of each Party (the “CEO Notice”). As soon as reasonably practicable following receipt of the CEO Notice, the Chief Executive Officers of the Parties shall begin conducting good-faith negotiations with respect to such Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Section 6.03 Dispute Resolution.

Section 6.04 Conduct During Dispute Resolution Process. Unless otherwise agreed in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VI, unless such commitments are the specific subject of the Dispute at issue.

Article VII. FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 7.01 Further Assurances.

Article VIII. TERMINATION

Section 8.01 Termination. This Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Tech, in its sole and absolute discretion, without the approval or consent of any other Person, including Fuels and the stockholders of Tech. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

Section 8.02 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

Article IX. MISCELLANEOUS

Section 9.01 Entire Agreement; Corporate Power.

Section 9.02 Governing Law. This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or Disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any Party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.03 Jurisdiction; Waiver of Jury Trial.

Section 9.04 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or the Ancillary Agreements in connection with the transactions contemplated herein or therein for special, general, indirect, consequential, or punitive or exemplary damages (other than as set forth in the definition of “Losses” herein), including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 9.05 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a Change of Control.

Section 9.06 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Tech Indemnitee or Fuels Indemnitee in their respective capacities as such, and except as set forth in Section 4.02, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

Section 9.07 Notices.

If to Tech:

Taronis Technologies, Inc.

Attn: Scott Mahoney

300 W. Clarendon Avenue, #230

Phoenix, AZ 85013

Email: scottmahoney@taronistech.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: Lanthony@anthonypllc.com

If to Fuels:

Taronis Fuels, Inc.

Attn: Scott Mahoney

300 W. Clarendon Avenue, #230

Phoenix, AZ 85013

Email: scottmahoney@taronistech.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: Lanthony@anthonypllc.com

Section 9.08 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.09 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay unless this Agreement has previously been terminated pursuant to Article VIII. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition, and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

Section 9.10 No Set-Off. Except as set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement, or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

Section 9.11 Publicity. Prior to the Effective Time, Tech shall be responsible for issuing any press releases or otherwise making public statements with respect to the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto. From and after the Effective Time, for a period of 1 year, Fuels shall consult with Tech prior to issuing any press releases or otherwise making public statements with respect to the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

Section 9.12 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all costs and expenses in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Form 10 and the consummation of the transactions contemplated hereby and thereby incurred (i) on or prior to the Effective Time will be borne by Tech and (ii) after the Effective Time will be borne by the Party or its applicable Subsidiary incurring such costs or expenses.

Section 9.13 Headings. The Article, Section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

Section 9.14 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

Section 9.15 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall be in writing and shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.16 Specific Performance. From and after the Distribution, subject to the provisions of Article VI (including, for the avoidance of doubt, after compliance with all notice and negotiation provisions provided herein), in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their respective rights under this Agreement or such Ancillary Agreement, as applicable, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 9.17 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.18 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, neither Fuels or any member of the Fuels Group, on the one hand, nor Tech or any member of the Tech Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

Section 9.19 Performance. Tech will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Tech Group. Fuels will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Fuels Group. Each Party (including such Party’s permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of such Party’s Group and (b) cause all of the other members of such Party’s Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 9.20 Mutual Drafting. This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

Section 9.21 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 9.22 Plan of Reorganization. This Agreement and the Separation Agreement will constitute a “plan of reorganization” for the Transactions under Treasury Regulation Section 1.368-2(g). Pursuant to the plan of reorganization, the Parties will perform their respective duties hereunder and Tech will convey the Fuels Assets as described in, and subject to the conditions set forth in, the Separation Agreement.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Execution Date.

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “Agreement”) is dated as of December 2, 2019 by and between TAronis Technologies, Inc., a Delaware corporation (“Tech”) and Taronis Fuels, Inc., a Delaware corporation and presently a wholly owned Subsidiary of Tech (“Fuels”).

RECITALS

1. Tech is engaged, directly and indirectly, in the welding supply and gas distribution business and the manufacture and sale of “MagneGas” and Venturi® Gasification systems used to create synthetic gases (“Fuels Business”) as well as being engaged, directly and indirectly, in the water technology business (“Tech Business”);

2. Tech has determined that it would be appropriate and desirable to separate Fuels Business from Tech and to divest Fuels Business in the manner contemplated by the Master Distribution Agreement, dated the date hereof (the “Transaction Agreement”), between Tech and Fuels, with the result being two standalone business – the Fuels Business and the Tech Business;

3. Tech has heretofore conducted the Fuels Business through Fuels albeit that certain assets utilized in connection with Fuels Business have continued to be nominally owned by Tech. In spite of the foregoing, certain assets used by Tech in the Tech Business have not been utilized in the Fuels Business and will remain with Tech;

4. Tech currently owns all of the issued and outstanding shares of common stock, par value $0.000001 per share, of Fuels (the “Fuels Shares”);

5. Tech and Fuels have each determined that, subject to the terms and conditions herein, it would be appropriate and desirable for Tech and/or certain of its Subsidiaries to, directly or indirectly, Convey to Fuels and/or the Fuels Entities, as applicable, certain Assets of Fuels Business in exchange for (i) the assumption by Fuels and/or the Fuels Entities, as applicable, of certain Liabilities of Fuels Business (collectively, the “Fuels Transfer”);

6. Tech and Fuels intend that the Fuels Transfer and Distribution should qualify as a “reorganization” under Section 368(a) of the Code;

7. The Parties intend that the execution of this Agreement and the Transaction Agreement constitutes a “plan of reorganization” within the meaning of Section 368 of the Code; and

8. The Parties intend in this Agreement to set forth the principal arrangements among them regarding the Fuels Transfer.

Accordingly, the Parties agree as follows:

I. TRANSFER OF FUELS BUSINESS

1.1 Transfer of Assets. Effective as of the Business Transfer Time, Tech will assign, transfer, convey and deliver (“Convey”) (or will cause any applicable Subsidiary to Convey) to Fuels, or a Fuels Entity, and Fuels will accept from Tech, or the applicable Subsidiary of Tech, and will cause the applicable Fuels Entity to accept, all of Tech’s and its applicable Subsidiaries’ respective right, title and interest in and to all Fuels Assets (other than any Fuels Assets that are already held as of the Business Transfer Time by Fuels or a Fuels Entity, which Fuels Asset will continue to be held by Fuels or such Fuels Entity).

1.2 Assumption of Liabilities. Effective as of the Business Transfer Time, Tech will Convey (or will cause any applicable Subsidiary to Convey) to Fuels or a Fuels Entity, and Fuels will assume, perform and fulfill when due and, to the extent applicable, comply with, or will cause any applicable Fuels Entity to assume, perform and fulfill when due and, to the extent applicable, comply with, all of the Fuels Liabilities, in accordance with their respective terms (other than any Fuels Liability that as of the Business Transfer Time is already a Liability of Fuels or a Fuels Entity, which Fuels Liability will continue to be a Liability of Fuels or such Fuels Entity). As between members of the Tech Group, on the one hand, and members of the Fuels Group, on the other hand, the members of the Fuels Group will be solely responsible for all Fuels Liabilities, on a joint and several basis.

1.3 Transfer of Excluded Assets; Excluded Liabilities. Prior to the Business Transfer Time, (a) Tech will cause any applicable Fuels Entity to Convey to Tech or a Subsidiary of Tech any Excluded Assets that it owns, leases or has any right to use, and Tech will accept from such member of the Fuels Group, and will cause an applicable Subsidiary of Tech to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Tech will cause any applicable Fuels Entity to Convey any Excluded Liability for which it is otherwise responsible to Tech or a Subsidiary of Tech, and Tech will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Tech to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.

1.4 Misallocated Transfers. In the event that, at any time from and after the Business Transfer Time, either Party (or any member of the Tech Group or the Fuels Group, as applicable) discovers that it or its Affiliates is the owner of, receives or otherwise comes to possess any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable) or is liable for any Liability that is allocated to any Person that is a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of Assets or assumption of Liabilities from the other Party for value subsequent to the Business Transfer Time), such Party will promptly Convey, or cause to be Conveyed, such Asset or Liability to the Person so entitled thereto (and the relevant Party will cause such entitled Person to accept such Asset or assume such Liability).

1.5 Fuels Assets.

(a) For purposes of this Agreement, “Fuels Assets” shall have the meaning ascribed to such phrase under the Transaction Agreement.

(b) Notwithstanding Section 1.6(a), the Fuels Assets will not in any event include any of the following Assets (the “Excluded Assets”):

(i) the Assets listed or described in Section 2.05(b) of the Transaction Agreement or the Schedules thereto.

(ii) the Excluded IP Assets;

(iii) Assets in respect of any and all compensation and benefit plans and all other compensation and benefit plans sponsored by the Tech Group;

(iv) all third-party accounts receivable specific to Tech and its Affiliates;

(v) all cash and cash equivalents not otherwise conveyed by the Transaction Agreement (including investments and securities, but excluding any capital stock or other equity interest in any member of the Fuels Group) and all bank or other deposit accounts of Tech and its Affiliates;

(vi) other than any Asset specifically listed or described in the Assets listed or described in Section 2.05(b) of the Transaction Agreement or the Schedules thereto, any and all Assets of Tech or its Affiliates that are not exclusively used, held for exclusive use in, or exclusively related to, Fuels Business;

(vii) any tangible property located at any owned or leased property of Tech and its Affiliates that is not a Fuels Facility, unless such Asset is exclusively used, held for exclusive use in, or exclusively related to, Fuels Business;

(viii) any furniture or office equipment other than (A) computers, tablets and similar equipment provided by the Tech Group in connection with a Continuing Employee’s performance of services or (B) furniture and office equipment at the Fuels Facilities;

(ix) all rights to causes of action, lawsuits, judgments, claims, counterclaims or demands of Tech, its Affiliates or any member of the Fuels Group against a party that do not exclusively relate to Fuels Business;

(x) all financial and Tax records relating to Fuels Business that form part of the general ledger of Tech or any of its Affiliates (other than the members of the Fuels Group), any working papers of Tech’s auditors, and any other Tax records (including accounting records) of Tech or any of its Affiliates (other than the members of the Fuels Group);

(xi) all rights to insurance policies or practices of Tech and its Affiliates (including any captive insurance policies, fronted insurance policies, surety bonds or corporate insurance policies or practices, or any form of self-insurance whatsoever), any refunds paid or payable in connection with the cancellation or discontinuance of any such policies or practices, and any claims made under such policies;

(xii) other than rights to enforce the confidentiality provisions of any confidentiality, non-disclosure or other similar Contracts to the extent related to confidential information of Fuels Business, all records relating to the negotiation and consummation of the transactions contemplated by this Agreement and all records prepared in connection with the potential divestiture of all or a part of Fuels Business, including (A) bids received from third parties and analyses relating to such transactions and (B) confidential communications with legal counsel representing Tech or its Affiliates and the right to assert the attorney-client privilege with respect thereto;

(xiii) all rights of Tech or its Affiliates (other than members of the Fuels Group) under this Agreement, the Transaction Agreement or any Ancillary Agreement;

(xiv) all software owned or used by Tech and its Affiliates (other than the Fuels Software and any software licensed under the Fuels Contracts); and

(xv) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Tech or any other member of the Tech Group.

The Parties acknowledge and agree that, except for such rights as are otherwise expressly provided in the Agreement or any Ancillary Agreements, neither Fuels nor any of its Subsidiaries will acquire or be permitted to retain any right, title or interest in any Excluded Assets through the Conveyance of the Fuels Entity Interests, and that if any of the Fuels Entities owns, leases or has the right to use any such Excluded Assets, such Excluded Assets will be Conveyed to Tech as contemplated by Section 1.3.

(c) Any Assets of any member of the Tech Group not included in any of the clauses in the Assets listed or described in Section 2.05(b) of the Transaction Agreement are Excluded Assets and no Excluded Assets will be Fuels Assets. For the avoidance of doubt, all right, title and interest in and to intellectual property assets not expressly those perfected in Fuels or otherwise licensed to Fuels (the “Excluded IP Assets”) are expressly retained by the Tech Group in all respects.

1.6 Fuels Liabilities.

(a) For the purposes of this Agreement, “Fuels Liabilities” will have the meaning ascribed to said phrase in the Transaction Agreement.

(b) Notwithstanding the foregoing, the Fuels Liabilities will not, in any event, include any of the following Liabilities (the “Excluded Liabilities”):

(i) all Liabilities of a member of the Tech Group to the extent relating to, arising out of, resulting from or otherwise in respect of, the ownership or use of the Excluded Assets other than in the operation or conduct of the Fuels Business, whether before, at or after the Business Transfer Time;

(ii) all Liabilities (including reporting and withholding and other related Taxes) under compensation and benefit plans other than Liabilities in respect of Continuing Employees under Fuels Business Pension Plans;

(iii) all Liabilities under Intercompany Accounts; and

(iv) all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Tech or any other member of the Tech Group, and all Liabilities of any member of the Tech Group under this Agreement or any of the Ancillary Agreements.

The Parties acknowledge and agree that neither Fuels nor any other member of the Fuels Group will be required to assume or retain any Excluded Liabilities as a result of the Conveyance of the Fuels Entity Interests, and that if any of the Fuels Entities is liable for any Excluded Liabilities, such Excluded Liabilities will be assumed by Tech as contemplated by Section 1.3; provided, however, that, for the avoidance of doubt, nothing herein will be construed as eliminating, reducing or otherwise altering any of Fuels’ or its Subsidiaries’ respective obligations with respect to the Continuing Employees under Article V.

(c) Any Liabilities of any member of the Tech Group not included in any of the clauses in Section 1.6(a) above are Excluded Liabilities and no Excluded Liabilities will be Fuels Liabilities.

1.7 Termination of Intercompany Agreements; Settlement of Intercompany Accounts.

(a) Except as set forth in Section 1.7(b), Fuels, on behalf of itself and each other member of the Fuels Group, on the one hand, and Tech, on behalf of itself and each other member of the Tech Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among Fuels or any member of the Fuels Group, on the one hand, and Tech or any member of the Tech Group, on the other hand, effective as of the Business Transfer Time. No such Contract (including any provision thereof which purports to survive termination) will be of any further force or effect after the Business Transfer Time and all parties will be released from all Liabilities thereunder. Each Party will, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 1.7(a) will not apply to any of the following Contracts (or to any of the provisions thereof):

(i) this Agreement, the Transaction Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Transaction Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);

(ii) any Contracts to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that to the extent that the rights and Liabilities of the Parties and the members of their respective Groups under any such Contracts constitute Fuels Assets or Fuels Liabilities, they will be Conveyed pursuant to Sections 1.1 or 1.2 or allocated pursuant to Section 1.7(c)); and

(iii) any other Contracts that this Agreement, the Transaction Agreement or any Ancillary Agreement expressly contemplates will survive the Business Transfer Time.

(c) All of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or any Fuels Entity, on the one hand, and Tech or any of its Subsidiaries (other than Fuels and the Fuels Entities), on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will be netted against each other, and the balance will be, without further action, contributed to the equity of Fuels or distributed to Tech, as the case may be, such that, as of the Business Transfer Time, there are no Intercompany Accounts outstanding.

II. COMPLETION OF THE FUELS TRANSFER

2.1 Business Transfer Time. Subject to the satisfaction and waiver of the conditions set forth in Article V, the effective time and date of each Conveyance and assumption of any Asset or Liability in accordance with Article I in connection with the Fuels Transfer will be on or before, yet effective in any event for all purposes as of 12:01 a.m., Eastern Time, on the anticipated Distribution Date (such time, the “Business Transfer Time,” and such date the “Business Transfer Date”).

2.2 Transfer of Fuels Business.

(a) Agreements to be Delivered by Tech. On or before, yet effective for all purposes as of the Business Transfer Date, Tech will deliver, or will cause its appropriate Subsidiaries to deliver, to Fuels all of the following instruments:

(i) A Tax Sharing Agreement in the form attached hereto as Exhibit A (the “Tax Sharing Agreement”), duly executed by the members of the Tech Group party thereto;

(ii) A Transition Services Agreement in the form attached hereto as Exhibit B (the “TSA”), duly executed by the members of the Tech Group party thereto; and

(iii) All necessary Transfer Documents as described in Sections 2.3 and 2.4.

(b) Agreements to be Delivered by Fuels. On the Business Transfer Date, Fuels will deliver, or will cause its Subsidiaries to deliver, as appropriate, to Tech all of the following instruments:

(i) In each case where any member of the Fuels Group is a party to any Ancillary Agreement, a counterpart of such Ancillary Agreement duly executed by the member of the Fuels Group party thereto.

2.3 Transfer of Fuels Assets and Assumption of Fuels Liabilities. In furtherance of the Conveyance of Fuels Assets and Fuels Liabilities provided in Section 1.1 and Section 1.2, as of (or, as applicable, prior to and in anticipate of) the Business Transfer Date (a) Tech will execute and deliver (or, as applicable, shall have executed and delivered), and will cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of Contracts and other instruments of Conveyance (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which the relevant Assets are located), as and to the extent reasonably necessary to evidence the Fuels Transfer of all of Tech’s and its Subsidiaries’ (other than Fuels and its Subsidiaries) right, title and interest in and to the Fuels Assets to Fuels and its Subsidiaries (it being understood that no such bill of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require Tech or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, and in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Fuels will execute and deliver (or, as applicable, shall have executed and delivered) such assumptions of Contracts and other instruments of assumption (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Fuels Liabilities by Fuels. All of the foregoing documents contemplated by this Section 2.3 will be referred to collectively herein as the “Tech Transfer Documents.”

2.4 Transfer of Excluded Assets; Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and the assumption of Excluded Liabilities provided in Section 1.3: (a) Fuels will execute and deliver, and will cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of Contracts and other instruments of Conveyance (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which the relevant Assets are located) as and to the extent reasonably necessary to evidence the Conveyance of all of Fuels’ and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Tech and its Subsidiaries (it being understood that no such bill of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require Fuels or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, and in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Tech will execute and deliver such assumptions of Contracts (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Excluded Liabilities by Tech. All of the foregoing documents contemplated by this Section 2.4 will be referred to collectively herein as the “Fuels Transfer Documents” and, together with the Tech Transfer Documents, the “Transfer Documents.”

III. ADDITIONAL AGREEMENTS

3.1 Non-Solicitation; No Hiring. (a) Fuels agrees that for a period of 12 months from the Business Transfer Date, it will not, and will cause each of its Subsidiaries not to, without obtaining the prior written consent of Tech, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any employees of any member of the Tech Group as of the Business Transfer Date; provided, however, that (i) neither Fuels nor any member of the Fuels Group will be deemed to have solicited any such person who is an employee of the Tech Group and responds to any general media advertisement or job posting placed by or on behalf of Fuels or any of its Subsidiaries or such person is contacted by an employment search firm engaged by Fuels or a member of the Fuels Group that is not specifically directed to solicit persons employed by the Tech Group and such contact is initiated without the involvement or knowledge of a Senior Executive of Fuels or any of its Subsidiaries, and (ii) Fuels and any member of the Fuels Group may solicit and hire any such person who has been terminated by the relevant member of the Tech Group or has been given notice of such termination, in either case, prior to any direct or indirect solicitation by or on behalf Fuels or any of its Subsidiaries.

(b) Tech agrees that for a period of 12 months from the Business Transfer Date, Tech will not, and will cause each other member of the Tech Group not to, without obtaining the prior written consent of Fuels, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any Continuing Employee (after giving effect to any employee transfers contemplated in this Agreement); provided, however, that (i) no member of the Tech Group will be deemed to have solicited any such person who is an employee of Fuels or the Fuels Group and responds to any general media advertisement or job posting placed by on behalf of Tech or any member of the Tech Group or such person is contacted by an employment search firm engaged by Tech or a member of the Tech Group that is not specifically directed to solicit persons employed by Fuels or the Fuels Group and such contact is initiated without the involvement or knowledge of a Senior Executive of Tech, Tech Group or any of their respective Subsidiaries, and (ii) any member of the Tech Group may solicit and hire any such person who has been terminated by the relevant member of the Fuels Group or has been given notice of such termination, in either case, prior to any direct or indirect solicitation by any member of the Tech Group.

3.2 Intellectual Property Assignment/Recordation. Each Party will be responsible for, and will pay all expenses (whether incurred before or after the Business Transfer Time) involved in notarization, authentication, legalization and/or consularization of the signatures of any of the representatives of its Group on any of the Transfer Documents relating to the transfer of Intellectual Property. Fuels will be responsible for, and will pay all expenses (whether incurred before or after the Business Transfer Time) relating to, the recording of any such Transfer Documents relating to the transfer of Intellectual Property to any member of the Fuels Group with any Governmental Authorities as may be necessary or appropriate.

3.4 Removal of Tangible Assets.

(a) Except as may be otherwise provided in the Ancillary Agreements or otherwise agreed to by the Parties, all tangible Fuels Assets that are located at any facilities of any member of the Tech Group that are not Fuels Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities, at Fuels expense and in a manner so as not to unreasonably interfere with the operations of any member of the Tech Group and to not cause damage to such facility, and such member of the Tech Group will provide reasonable access to such facility to effectuate same. Fuels will remove any Fuels Assets that remain at any such facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.

(b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the Fuels Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities (unless such facility is being leased from Fuels or is being stored per agreement), at Tech’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Fuels Group and to not cause damage to such Fuels Facility, and such member of the Fuels Group will provide reasonable access to such Fuels Facility to effectuate such movement. Tech will remove any Excluded Assets that remain at any such Fuels Facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.

3.6 Fuels Entities; Fuels Assets; Excluded Assets; Transition Period Assets.

(a) Prior to the Business Transfer Date, Tech will undertake with commercially reasonable diligence to identify all Fuels Assets held by Tech or any of its Affiliates. Tech will undertake with commercially reasonable diligence to provide Fuels, as promptly as practicable after the date hereof, and in any event not more than 30 days after the date hereof, with (i) a final version of Schedule 2.05(b)(i) of the Transaction Agreement to reflect the addition of any new entity formed in connection with, and in contemplation of, the Fuels Transfer, or the removal of any entity from the list of Fuels Entities as a result of such identification, which final Schedule will be deemed to be the definitive Schedule 2.05(b)(i) for all purposes of the Transaction Agreement and this Agreement, (ii) schedules identifying or describing any Fuels Assets that are held as of such date by Tech or any of its Affiliates (other than the Fuels Entities) and that will be transferred to a Fuels Entity prior to the Distribution Date (the “Pre-Distribution Transferred Assets”), (iii) schedules identifying or describing any Direct Assignment Assets, and (iv) schedules identifying or setting forth any Excluded Assets that are held as of such date by the Fuels Entities and that will be transferred to Tech or its Affiliates (other than a Fuels Entity) prior to the Distribution. The determination of the composition of Schedule 2.05(b)(i) of the Transaction Agreement, and the designation of any Fuels Asset as a Pre-Distribution Transferred Asset or a Direct Assignment Asset will be made by Tech in good faith. Tech will pay all costs and expenses associated with the Asset and Liability transfers for the internal reorganization contemplated by this Agreement, including this Section 3.6(a); provided, however, for the avoidance of doubt and notwithstanding the foregoing, (A) Taxes will be allocated as set forth in the Tax Sharing Agreement, (B) any other express allocation reflected herein, in the Transaction Agreement or in any Ancillary Agreement will be allocated as set forth herein, in the Transaction Agreement or in such Ancillary Agreement.

(b) Notwithstanding anything to the contrary set forth in this Agreement, the Transaction Agreement, or any of the Ancillary Agreements, Tech, in its sole discretion, will determine (i) the manner in which the Fuels Transfer is consummated, including whether a particular Fuels Asset is contributed directly to Fuels or another Fuels Group member or is included as an asset of an entity whose equity interests are contributed to Fuels, and (ii) the reasonable allocation of the Fuels Group’s aggregate fair market value among particular Fuels Assets or Fuels Entities, as the case may be (clauses (i) and (ii), collectively, the “Restructuring Plan”). Fuels agrees to cause this Agreement, the Transaction Agreement and any of the Ancillary Agreements to be amended to the minimum extent necessary, as reasonably determined by the Chief Financial Officer of Tech, only to accurately reflect the specific elements of the Restructuring Plan as permitted by items (i) through (ii) in the immediately preceding sentence, provided, however, that (1) Tech will notify Fuels, at reasonable intervals, regarding Tech’s development of the Restructuring Plan, and (2) Fuels is not required to agree to any amendments pursuant to the Restructuring Plan that would (x) alter any of the Fuels Assets or Fuels Liabilities comprising Fuels Business, each of which will be owned, directly or indirectly, by Fuels at the time of the Distribution, or (y) affect the ability of Tech to obtain the opinions contemplated by Section 2.03(a)(iv) of the Transaction Agreement. For the avoidance of doubt, Fuels acknowledges that changes to the Tax basis of any assets held by the Fuels Group as a result of the Restructuring Plan or other proposed amendments, other than such changes that, individually or in the aggregate, would result in the aggregate Tax basis of all such directly and indirectly held assets (exclusive of stock basis in entities held directly or indirectly by Fuels) to be less than $5 million as determined for U.S. federal income Tax purposes, do not constitute a basis to withhold consent for purposes of this Section 3.6(b).

(c) Fuels acknowledges and agrees that in the course of preparing for the implementation of the services contemplated by the TSA Tech may identify certain Assets included within the Fuels Assets (the “Transition Period Assets”), that are necessary or desirable for Tech to retain in order to provide the services contemplated by the TSA. At Tech’s request, Fuels may elect to (i) allow Tech to retain possession of such Transition Period Asset during the term of the TSA solely for purposes of enabling Tech to satisfy its obligations under the TSA, in which case as soon as practicable following the expiration of the applicable services contemplated by the TSA, Tech will Convey such Transition Period Asset to Fuels for no additional consideration or (ii) include any Transition Period Asset in the Fuels Assets as of the Distribution (in which case Tech will not be required to provide any service under the TSA where it is not reasonably practicable to provide such service without such Transition Period Asset).

3.7 Shared Contracts.

(a) No later than 30 days following the date hereof, Tech will provide Fuels with a list of third-party providers to Tech of goods and services related to the manufacturing of the products of Fuels Business that are not exclusive to Fuels Business as well as distributors of both Fuels Business products and other Tech products. Tech will provide Fuels with contact information for such third parties and use commercially reasonable efforts to introduce representatives of Fuels to the Tech contacts at such third parties.

(b) Prior to the Distribution, Tech will undertake with commercially reasonable efforts to obtain the consent (without charge to Fuels) of any advertising agency or similar party to the assignment to Fuels, as of the Business Transfer Time, of the right to use previously created Fuels Business advertising and promotional content.

3.8 Notification of Certain Matters; Schedule Updates. Prior to the Distribution Date, Tech may deliver to Fuels supplements or updates to the Schedules of the Transaction Agreement. Additionally, the Parties will cooperate to mutually agree on the final schedules attached to the form of the TSA.

IV. EMPLOYEE MATTERS

4.1 Identification of Employees. Schedule 4.1 identifies each In-Scope Employee, Excluded In-Scope Employee, and Retained Employee, as well as each such employee’s jurisdiction of employment, in all cases as determined by Tech in good faith based upon the information available to Tech as of the date of this Agreement; provided, however, that Tech may update Schedule 4.1 from time to time in order to maintain the accuracy of Schedule 4.1, including as a result of terminations, transfers, new hires and accidental or inadvertent errors or omissions. Notwithstanding anything to the contrary in this Agreement, the Transaction Agreement or any Ancillary Agreement, Tech may, in its sole discretion, cause the employment of any In-Scope Employee to be transferred to any entity within the Fuels Group at any time prior to the Distribution in connection with the Restructuring Plan.

4.2 Continuity of Employment.

(a) Tech and Fuels hereby acknowledge that it is in their mutual best interest for there to be continuity of employment by Fuels or a member of the Fuels Group following the Distribution Date with respect to each In-Scope Employee who accepts an offer of employment from Fuels or another member of the Fuels Group as of the Distribution Date (in each case, other than any employee whose employment with Tech or its Affiliates terminated prior to the Distribution Date) (“Fuels Employees”). At or prior to the Distribution Date, Tech will transfer the employment of each In-Scope Employee to Fuels or another member of the Fuels Group. Each Fuels Employee who continues employment or accepts employment with Fuels or any applicable other member of the Fuels Group (the applicable entity, the “Employing Entity”) immediately following the Distribution is referred to herein as a “Continuing Employee.” Each Continuing Employee who is based in the United States is referred to as a “US Continuing Employee,” and each Continuing Employee who is based outside of the United States is referred to as a “Non-US Continuing Employee.” Nothing herein will be construed as a representation or guarantee by Tech or any of its Affiliates that some or all of the Fuels Employees will continue in employment with Fuels or any applicable member of the Fuels Group for any period of time; provided, however that, unless prohibited by applicable Law, in the event that an In-Scope Employee refuses employment with Fuels (the terms and conditions of which employment are consistent with the provisions of Section 4.3 ), Tech will or will cause its Affiliates to terminate the employment of such employee with Tech and its Affiliates and will not hire any such employee for 12 months following such termination. Not less than 30 calendar days prior to the anticipated Distribution Date, Fuels will, or will cause an applicable member of the Fuels Group to, present its terms and conditions of employment (including terms and conditions in respect of post-Distribution compensation and benefits) to the Fuels Employees. Fuels will provide Tech with a reasonable opportunity to review its proposed terms and conditions and will not present any particular set of terms and conditions to any Fuels Employees without Tech’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Subject to applicable Law, Tech and Fuels will reasonably cooperate in connection with the presentation of such terms and conditions of employment to the Fuels Employees, including with respect to the timing thereof.

(b) Tech and Fuels will, and will cause their respective Affiliates to, cooperate to identify and effect the transfer to Fuels of any individuals retained as independent contractors whose employment is required to transfer to Fuels are an applicable Fuels Group entity as of the Distribution Date pursuant to applicable Law.

4.3 Terms of Employment.

(a) Continuation Period. As of the Distribution Date, Fuels will, or will cause an applicable Fuels Group member to, provide to each Continuing Employee employment in a position at least comparable to that held by such Continuing Employee immediately before the Distribution. Fuels will, or will cause or will cause an applicable Fuels Group member to, maintain such comparable employment with respect to each Continuing Employee during the one-year period that begins as of the Distribution Date or such shorter period as such Continuing Employee remains an employee of an Employing Entity following the Distribution (the “Continuation Period”). The Parties will take all actions necessary to effectuate the provisions of Schedule 4.3(a).

(b) Welfare Plans. To the extent permitted by applicable Law, Fuels will cause each benefit plan of Fuels or an applicable Fuels Subsidiary in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Fuels’ Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees as of the Distribution Date under the corresponding Compensation and Benefit Plan, (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Compensation and Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Fuels’ Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Distribution Date to the extent such employee had satisfied any similar limitation under the corresponding Compensation and Benefit Plan. Additionally, to the extent that any Continuing Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Compensation and Benefit Plan and such course of treatment is not completed prior to the Distribution, Fuels will undertake with commercially reasonable diligence to arrange for transition care, whereby such Continuing Employee may complete the applicable course of treatment with the pre-Distribution physician or other service provider at “in network” rates.

(c) Earned Vacation. Fuels and Fuels’ Subsidiaries will credit each Continuing Employee the amount of accrued and unpaid hours of vacation, personal hours or days earned and sick leave (together, the “Transferred Leave”) applicable to such Continuing Employee as of the Distribution and Tech will provide to Fuels as of the Distribution Date a schedule indicating for each Continuing Employee the type and number of days of Transferred Leave. Fuels and Fuels’ Subsidiaries will ensure that such Transferred Leave is not subject to forfeiture to the same extent not subject to forfeiture under the policies of Tech and its Affiliates governing such Transferred Leave prior to the Distribution and that such Transferred Leave does not count toward any maximum accrual amount under any plan, program or policy maintained by Fuels or one of Fuels’ Subsidiaries for the purpose of providing vacation, personal days or hours or sick leave.

(e) Post-Continuation Period Benefits. Following the Continuation Period, Fuels will, or will cause one of Fuels’ Subsidiaries to, provide to each Continuing Employee then continuing in employment with Fuels or a Fuels’ Subsidiary employment on terms no less favorable in the aggregate than the terms of employment of similarly situated employees of Fuels and Fuels’ Subsidiaries.

(f) Special Rules for Non-US Employees. Notwithstanding anything to the contrary herein, any Fuels Employee who is employed by a member of the Tech Group in a non-US jurisdiction immediately prior to the Distribution, and who is required by applicable Law to transfer to a member of the Fuels Group in connection with the Transactions, will transfer automatically on the Distribution Date to a member of the Fuels Group in accordance with such applicable Law. Notwithstanding anything to the contrary herein, the following terms will apply to all Non-US Continuing Employees:

(i) To the extent that (A) the applicable Law of any jurisdiction, (B) any collective bargaining agreement or other agreement with a works council or economic committee, or (C) any employment agreement, would require Fuels or applicable Fuels Entities to provide any more favorable terms of employment to any Non-US Continuing Employee than those otherwise provided for by this Section 4.3 (or modify the period of time for which such standards are met), in connection with the sale of Fuels Business to Fuels, then Fuels will, or will cause one of Fuels’ Affiliates to provide such Non-US Continuing Employee with such more favorable term, and otherwise provide terms of employment in accordance with this Section 4.3.

(ii) Fuels and Tech agree that to the extent provided under the applicable Laws of certain foreign jurisdictions, (x) any employment agreements between Tech and its Affiliates, on the one hand, and any Non-US Continuing Employee, on the other hand, and (y) any collective bargaining agreements applicable to the Non-US Continuing Employees in such jurisdictions, will in each case have effect after the Distribution as if originally made between Fuels and the other parties to such employment agreement or collective bargaining agreement.

4.4 Bonuses and Incentives. Tech will transfer to Fuels all obligations to the Fuels Employees, including Continuing Employees, with respect to the bonuses and incentives under any cash, annual, long-term, equity or similar incentive program in which the Continuing Employees participate for the plan year in which the Distribution Date occurs that are attributable to the period prior to the Distribution Date; provided, however, that, if requested by Tech, Fuels will make all cash payments in respect of any such program so long as Tech transfers to Fuels, as of the Distribution, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Distribution and any associated Taxes payable by Fuels in connection with such cash payments (but Tech will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority); provided further, however, that nothing herein will be deemed to require Fuels to assume any Tax Liabilities that are the sole responsibility of any Fuels Employee. Notwithstanding anything herein to the contrary, Fuels is responsible for all Continuing Employee compensation (including the forms of compensation described in this Section 4.4) attributable to periods following the Distribution.

4.5 Credit for Service with Tech. Where applicable, Fuels or any applicable Fuels Subsidiary will provide credit for each Continuing Employee’s length of service with Tech and its Affiliates for all purposes (including eligibility, vesting and benefit accrual) under each plan, program, policy or arrangement of Fuels or any applicable Fuels Subsidiary to the same extent such service was recognized under a similar plan, program, policy or arrangement of Tech or any of its Affiliates, except that such prior service credit will not be required to the extent that it results in a duplication of benefits.

4.6 COBRA and HIPAA; Workers’ Compensation. Effective as of the Distribution Date, Fuels and Fuels Subsidiaries will assume and be responsible for (i) all Liabilities with respect to US Continuing Employees and their eligible dependents, in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability Act of 1996, Sections 601, et seq. and Sections 701, et seq. of ERISA, Section 4980B and Sections 9801, et seq. of the Code and applicable state or similar Laws (other than with respect to an eligible Continuing Employee who elects coverage under a retiree medical plan of Tech or its Affiliates) and (ii) to the extent applicable, all workers’ compensation benefits payable to or on behalf of the US Continuing Employees.

4.7 Administration, Employee Communications, Cooperation.

(a) Following the date of this Agreement, Tech and Fuels (and their Affiliates) will reasonably cooperate and use good faith efforts in all matters reasonably necessary to effect the transactions contemplated by this Article IV, including, (i) cooperating and providing each other with all necessary and reasonable assistance and information to ensure that any works councils or committees, trade unions and/or employee representatives applicable to the Non-US Continuing Employees are provided with the information required in order for proper consultation to take place and (ii) exchanging information and data, including reports prepared in connection with bonus plan participation and related data of Continuing Employees (other than individual bonus opportunities based on target bonus as a percentage of base salary), relating to workers’ compensation, employee benefits and employee benefit plan coverages, including information and data that is necessary to support or perform the compensation consultant process or that is otherwise reasonably requested in connection with the compensation consultant process (in each case, except to the extent prohibited by applicable Law or to the extent that such information and data relates to performance ratings or assessments or employees of Tech and its Affiliates), making any and all required filings and notices, making any and all required communications with Fuels Employees and obtaining any Governmental Approvals required hereunder.

(b) Between the date hereof and the Distribution Date, any communications between Fuels and any employees of Tech and its Affiliates regarding terms of employment, employee benefits or otherwise regarding employment with Fuels will be conducted at the times and through processes approved by Tech, such approval not to be unreasonably withheld. Such processes will provide adequate access to the Fuels Employees and allow all reasonable means of communication with such employees by Fuels and its Subsidiaries; provided, however, that any communications with Fuels Employees or any other employees of Tech or its Affiliates will be limited to (i) business operations and employee benefit matters relating to Fuels Employees, future organization design and staffing and (ii) the list (by name and/or title) of the Fuels Group management team previously provided by Tech to Fuels; provided, however, that Tech may update such list from time to time in order to maintain the accuracy of such list, including as a result of terminations, transfers, new hires and accidental or inadvertent errors or omissions.

(c) Without limiting Fuels’ obligations under this Article IV with respect to the Continuing Employees, this Article IV will not prohibit Fuels or any member of the Fuels Group from amending any employee benefit plan in which Fuels’ employees participate.

V. CONDITIONS TO THE FUELS TRANSFER

The obligations of Tech to effect the Fuels Transfer pursuant to this Agreement will be subject to fulfillment (or waiver by Tech) at or prior to the Business Transfer Date of each of the conditions to Tech’s obligation to effect the Distribution of the transactions contemplated by the Transaction Agreement, as provided in Section 2.03 and Section 2.04 of the Transaction Agreement, shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution).

VI. MISCELLANEOUS

6.1 Expenses. Except as otherwise provided in this Agreement, the Transaction Agreement or any Ancillary Agreement, Tech will be responsible for the fees and expenses of the Parties.

6.2 Entire Agreement. This Agreement, the Transaction Agreement and the Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, will together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter, including the Confidentiality Agreement, which is hereby terminated and no further force or effect, subject to the provisions of Section 6.03 of the Transaction Agreement.

6.3 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Delaware, other than any choice of Law provisions thereof that would cause the Laws of another state to apply.

(b) By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of this Agreement or any of the Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any other court. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Delaware, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3(c).

6.4 Notices. All notices, requests, permissions, waivers and other communications hereunder will be in writing and will be deemed to have been duly given (a) five Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, provided that the facsimile transmission is promptly confirmed by telephone, (c) when delivered, if delivered personally to the intended recipient and (d) one Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party:

(i) If to Tech:

Taronis Technologies

Attn: Scott Mahoney

300 W. Clarendon Avenue, Suite 230

Phoenix, AZ 85013

Email: scottmahoney@taronistech.com

with a copy to (which will not constitute notice):

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: Lanthony@anthonypllc.com

(ii) If to Fuels:

Taronis Fuels, Inc.

Attn: Scott Mahoney

300 W. Clarendon Avenue, Suite 230

Phoenix, AZ 85013

Email: scottmahoney@taronistech.com

with a copy to (which will not constitute notice):

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: Lanthony@anthonypllc.com

or to such other address(es) as will be furnished in writing by any such Party to the other Party in accordance with the provisions of this Section 6.4. Any notice to Tech will be deemed notice to all members of the Tech Group, and any notice to Fuels will be deemed notice to all members of the Fuels Group.

6.5 Priority of Agreements. If there is a conflict between any provision of this Agreement and a provision in any of the Ancillary Agreements, the provision of this Agreement will control unless specifically provided otherwise in this Agreement or in the Ancillary Agreement.

6.6 Amendments and Waivers.

(a) This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver will be binding upon a Party only if such amendment or waiver is set forth in a writing executed by such Party. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in Section 6.6(a) and will be effective only to the extent in such writing specifically set forth.

6.7 Termination. This Agreement will terminate without further action at any time before the Distribution Date upon termination of the Transaction Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Transaction Agreement.

6.8 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and does not confer on third parties (including any employees of any member of the Tech Group or the Fuels Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement; provided, however, that this Section 6.8 does not limit any rights of Tech pursuant to Section 4.3.

6.9 Assignability. No Party may assign its rights or delegate its duties under this Agreement without the written consent of the other Parties, except that a Party may assign its rights or delegate its duties under this Agreement to a member of its Group, provided that the member agrees in writing to be bound by the terms and conditions contained in this Agreement and provided further that the assignment or delegation will not relieve any Party of its indemnification obligations or obligations in the event of a breach of this Agreement. Except as provided in the preceding sentence, any attempted assignment or delegation will be void.

6.10 Construction. The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement or Schedules hereto will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement or Schedules hereto will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The Parties have participated jointly in the negotiation and drafting of this Agreement, the Transaction Agreement and the Ancillary Agreements, and in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement, the Transaction Agreement or any Ancillary Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the Parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

6.11 Severability. The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable Law.

6.12 Counterparts. This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party. No Party will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Party forever waives any such defense.

6.13 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity.

6.14 Dispute Resolution. Except as otherwise specifically provided in this Agreement or in any Ancillary Agreement, the procedures set forth in Article VI of the Transaction Agreement will apply to any dispute, controversy or claim (a “Dispute”) (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby between or among any member of the Party’s respective Group.

6.15 Plan of Reorganization. This Agreement and the Transaction Agreement will constitute a “plan of reorganization” for the Transactions contemplated thereunder pursuant to Treasury Regulation Section 1.368-2(g). Pursuant to the plan of reorganization, the Parties will perform their respective duties hereunder and, furthermore, Tech will complete the Distribution as described in, and subject to the conditions set forth in, the Transaction Agreement.

VIII. DEFINITIONS

For purposes of this Agreement, the following terms, when utilized in a capitalized form, will have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Ancillary Agreements” means the Tax Sharing Agreement, the TSA, the Intellectual Property Distribution and License Agreement and any other agreement entered into by and between Tech and Fuels in contemplation of the Distribution.

“Assets” means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third-parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following: (i) all accounting, business and other books, records and files, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form; (ii) all computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, motor vehicles and other transportation equipment, special and general tools, prototypes and models and other tangible personal property; (iii) all inventories of materials, parts, raw materials, packing materials, supplies, work-in-process, goods in transit and finished goods and products; (iv) all Real Property Interests; (v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person, and all other investments in securities of any Person; (vi) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts; (vii) all deposits, letters of credit and performance and surety bonds; (viii) all Intellectual Property and licenses from third Persons granting the right to use any Intellectual Property; (ix) all software owned, licensed or used; (x) all employment records (except for any information relating to performance ratings or assessments of employees of Tech and its Affiliates (including performance history, reports prepared in connection with bonus plan participation and related data, other than individual bonus opportunities based on target bonus as a percentage of base salary)); cost information; sales and pricing data; customer prospect lists; supplier records; customer, distribution and supplier lists; customer and vendor data, correspondence and lists; product literature (including historical); advertising and promotional materials; artwork; design; development, manufacturing and quality control records, procedures and files; vendor and customer drawings, formulations and specifications; quality records and reports and other books, records, ledgers, files, documents, plats, photographs, studies, surveys, reports, plans and documents, operating, production and other manuals, including corporate minute books and related stock records, financial and Tax records (including Tax Returns), in all cases whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form; (xi) all prepaid expenses, including prepaid leases and prepaid rentals, trade accounts and other accounts and notes receivables; (xii) all interests, rights to causes of action or lawsuits, judgments, claims, counterclaims, demands and benefits of Tech, its Affiliates or any member of the Fuels Group under Contracts, including all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers, causes of action or similar rights, whether accrued or contingent; and (xiii) all Governmental Approvals.

“Business Day” means any day that is not a Saturday, a Sunday or other day that is a statutory holiday under the federal Laws of the United States.

“Business Transfer Date” has the meaning set forth in Section 2.1.

“Business Transfer Time” has the meaning set forth in Section 2.1.

“Code” means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the regulations promulgated thereunder.

“Consents” means any consents, waivers or approvals from, or notification requirements to, or authorizations by, any third-parties.

“Continuation Period” has the meaning set forth in Section 4.3(a).

“Continuing Employee” has the meaning set forth in Section 4.2(a).

“Contracts” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“Convey” has the meaning set forth in Section 1.1. Variants of this term such as “Conveyance” will have correlative meanings.

“Copyrights” has the meaning set forth in the definition of “Intellectual Property.”

“Direct Assignment Asset” means any Fuels Asset not owned as of the Distribution Date by a Fuels Entity.

“Dispute” has the meaning set forth in Section 6.14(a).

“Distribution” has the meaning given to such term in the Transaction Agreement.

“Distribution Date” has the meaning given to such term in the Transaction Agreement.

“Effective Time” has the meaning given to such term in the Transaction Agreement.

“Employing Entity” has the meaning set forth in Section 4.2(a).

“Excluded Assets” has the meaning set forth in Section 1.5(b).

“Excluded In-Scope Employees” means the employees of Tech and its Affiliates identified as Excluded In-Scope Employees on Schedule 4.1.

“Excluded Liabilities” has the meaning set forth in Section 1.6(b).

“Final Determination” has the meaning set forth in the Tax Sharing Agreement.

“Fuels Books and Records” has the meaning set forth in the Transaction Agreement.

“Fuels Business” means Fuels Business and also, with respect to events that take place after the Business Transfer Time, Fuels Business as it is operated by the Fuels or any of its Subsidiaries after the Business Transfer Time, including any new activities, expansions, or other modifications made by Fuels or any of its Subsidiaries in the types and scope of activities conducted at the Business Transfer Time that are exclusively related to the marketing, selling and development of the gas distribution business and the manufacture and sale of “MagneGas” and the Venturi® Gasification systems used to create gas related products and services.

“Fuels Shares” has the meaning set forth in the recitals.

“Fuels Employees” has the meaning set forth in Section 4.2(a).

“Fuels Group” means Fuels and each of its Subsidiaries. Each of the Fuels Entities will be deemed to be members of the Fuels Group as of the Business Transfer Time.

“Fuels Liabilities” has the meaning set forth in Section 1.6(a).

“Fuels Transfer” means the transfer of the Fuels Assets and Fuels Liabilities as provided in Section 1.1 and Section 1.2.

“Fuels Transfer Documents” has the meaning set forth in Section 2.4.

“Fuels’ Welfare Plans” has the meaning set forth in Section 4.3(b).

“Governmental Approvals” means any notices, reports or other filings to be made, or any Consents, registrations, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority or self-regulatory organization.

“Group” means the Tech Group or the Fuels Group as the context requires.

“In-Scope Employees” means those corporate, research and development, manufacturing, procurement, marketing, sales and other employees of Tech or its Affiliates who, as determined by Tech in good faith:

(a) (i) (A) are working in a Tech’s Fuels Business cost center consistent with Tech’s past practices of assigning employees to cost center codes applied in the ordinary course, and (B) have devoted more than 50% of their working hours to Fuels Business during the 12 months (or, if less than 12 months, the period of employment with Tech or its Affiliates) immediately preceding the date of this Agreement (or, if such Person was on approved leave of absence, disability or long-term inactive status, immediately preceding the commencement of such leave of absence, disability or long-term inactive status); or

(ii) have devoted more than 50% of their working hours to Fuels Business when they were providing core business capabilities during the 12 months (or, if less than 12 months, the period of employment with Tech or its Affiliates) immediately preceding the date of this Agreement (or, if such Person was on approved leave of absence, disability or long-term inactive status, immediately preceding the commencement of such leave of absence, disability or long-term inactive status); or

(b) notwithstanding anything to the contrary herein (including any other employee classifications), have devoted no more than 50% of their working hours to Fuels Business during the 12 months (or, if less than 12 months, the period of employment with Tech or its Affiliates) immediately preceding the date of this Agreement (or, if such Person was on approved leave of absence, disability or long-term inactive status, immediately preceding the commencement of such leave of absence, disability or long-term inactive status), but whose services are determined by Tech in good faith to be “essential” to the continuation of the operation of Fuels Business (except those employees whose services are covered by an Ancillary Agreement).

“Information” means information in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data, but in any case excluding back-up tapes.

“Intercompany Accounts” has the meaning set forth in Section 1.7(c).

“Laws” means any statute, law, ordinance, regulation, rule, code or other requirement of, or Order issued by, a Governmental Authority.

“Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including whether arising out of any Contract or tort based on negligence, strict liability or relating to Taxes payable by a Person in connection with compensatory payments to employees or independent contractors) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto.

“Non-US Continuing Employee” has the meaning set forth in Section 4.2(a).

“Tech” has the meaning set forth in the preamble.

“Tech Business” has the meaning set forth in the preamble.

“Tech Group” means Tech and each of its Subsidiaries, but excluding any member of the Fuels Group.

“Tech Transfer Documents” has the meaning set forth in Section 2.3

“Parties” means Tech and Fuels.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority.

“Pre-Distribution Transferred Assets” has the meaning set forth in Section 3.6.

“Real Property Interests” means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

“Restructuring Plan” has the meaning set forth in Section 3.6(b).

“Retained Employees” means all employees of Tech or its Affiliates other than the Continuing Employees. For the avoidance of doubt, Retained Employees will include (i) the employees identified as Retained Employees on Schedule 4.1, (ii) the Excluded In-Scope Employees and (iii) any employee who would have been a new hire employee but for the fact that such employee did not request an offer of employment from Fuels or any of its Subsidiaries.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, indenture, right to acquire, right of first refusal, deed of trust, licenses to third parties, leases to third parties, security agreements, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance and other restrictions or limitations on use of real or personal property of any nature whatsoever.

“Senior Executive” means an employee of Fuels or any of its Subsidiaries, or as applicable, Tech or any of its Subsidiaries, whose annual base salary at the relevant time is $150,000 or more.

“Subsidiary” of any Person means another Person (other than a natural Person), of which such Person owns directly or indirectly (a) an aggregate amount of the voting securities, other voting ownership or voting partnership interests to elect at least a majority of the Board of Directors or other governing body or, (b) if there are no such voting interests, 50% or more of the equity interests therein.

“Tax” or “Taxes” has the meaning set forth in the Tax Sharing Agreement.

“Tax Sharing Agreement” has the meaning set forth in Section 2.2(a)(i). From and after the Business Transfer Time, the Tax Sharing Agreement will refer to the agreement executed and delivered pursuant to such section, as amended and/or modified from time to time in accordance with its terms.

“Transaction Agreement” has the meaning set forth in the recitals of the Agreement.

“Transactions” has the meaning given to such term in the Transaction Agreement.

“Transfer Documents” has the meaning set forth in Section 2.4.

“Transferred Leave” has the meaning set forth in Section 5.3(d).

“Transition Period Assets” has the meaning set forth in Section 4.13(c).

“TSA” has the meaning set forth in Section 2.2(a)(ii). From and after the Business Transfer Time, the TSA will refer to the agreement executed and delivered pursuant to such section, as amended and/or modified from time to time in accordance with its terms.

“US Continuing Employee” has the meaning set forth in Section 4.2(a).

“Fuels” has the meaning set forth in the preamble.

“Fuels Assets” has the meaning set forth in Section 1.5(a).

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IN WITNESS WHEREOF, each of the Parties has caused this Separation Agreement to be executed on its behalf by its officers hereunto duly authorized on the day and year first above written.

Schedule 4.1

Identification of Employees

Exhibit A

Tax Sharing Agreement

Exhibit B

Transition Services Agreement