Exhibit 10.1

FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENT

This First Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”), on the one hand, and Tech Capital, LLC, a California limited liability company (“Lender”), on the other hand, as of this 14th day of December, 2020 at San Jose, California.

RECITALS

A. Lender and Borrower have previously entered into a Loan and Security Agreement dated October 21, 2020, as modified from time to time pursuant to one or more Modifications to Loan and Security Agreement (collectively, the “Loan Agreement”). Initially capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

B. Borrower has requested, and Lender has agreed, to modify the Loan Agreement as set forth below.

AGREEMENT

For good and valuable consideration, the parties agree as set forth below:

1. Incorporation by Reference. The Loan Agreement and the above Recitals are incorporated herein by this reference.

2. Effective Date. The terms of this Modification shall become effective upon fulfillment of the Conditions Precedent set forth below as required by Lender.

3. Modification to Loan Agreement.

(a) Section 1 of the Loan Agreement is hereafter amended and restated in its entirety to read as follows:

“1. Subject to the terms of this Agreement, upon Borrower’s request, Lender shall from time to time in Lender’s Sole Discretion advance sums to Borrower under the Borrowing Base (each, an “Advance” and collectively, “Advances”) so long as no Overadvance exists before the requested advance or would be created by such Advance, with an “Overadvance” to exist when the principal balance of all outstanding Advances and other Obligations (as defined in Paragraph 6) plus any applicable reserves exceed the Allowable Amount. “The “Allowable Amount” means the lesser of (a) Ten Million and 00/100 Dollars ($10,000,000.00) (the “Maximum Amount”) less outstanding Advances in an amount up to Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) under that certain Secured Promissory Note (Single Advance – Non-Revolving) dated December 14,2020 (the “Term Note”), or (b) the Borrowing Base, with “Borrowing Base” meaning the sum of (i) Eighty-five percent (85%) of the Net Face Amount of Prime Accounts (both as defined in Paragraph 2) (the “A/R Borrowing Base”), plus (ii) Thirty-five percent (35%) of the Current Market Cost (as defined in Paragraph 2) of raw materials that constitute Eligible Inventory (as defined in Paragraph 2), and Thirty-five percent (35%) of the Current Market Cost of finished goods that constitute Eligible Inventory, but in any event not in an aggregate amount in excess of the lesser of One Million and 00/100 Dollars ($1,000,000.00) or Fifty percent (50%) of the aggregate Net Face Amount of Prime Accounts (the “Inventory Borrowing Base”). Advances under the Term Note will be made pursuant to the terms thereof. Amounts borrowed may be repaid and, subject to the terms of this Agreement, reborrowed at any time during the term of this Agreement. Borrower shall draw all available funds under the A/R Borrowing Base prior to drawing any available funds under the Inventory Borrowing Base. At such time that amounts advanced under the A/R Borrowing Base have been paid in full, with no further intention on the part of Lender to make further Advances, or on the part of Borrower to obtain further Advances, amounts advanced under the Inventory Borrowing Base shall also be due and payable in full. Amounts available under this Agreement shall be advanced prior to amounts available under any other agreement with Lender, unless Lender deems otherwise. To the extent Borrower uses Advances under this Agreement to purchase Collateral (as defined in Paragraph 6), Borrower’s repayment of the Advances shall apply on a “first-in first-out” basis so that the portion of the Advances used to purchase a particular item of Collateral shall be paid in the chronological order in which Borrower purchased the Collateral. Lender may, in its Sole Discretion (as defined below), from time to time, reduce the above percentages or institute reserves against the Borrowing Base to the extent Lender determines in good faith that: the dilution rate of Accounts (as defined in Paragraph 6) for any period has or may be reasonably anticipated to increase in any material respect; the general creditworthiness of one or more account debtors has materially declined; the number of days of turnover of Inventory (as defined in Paragraph 6) for any period has increased in any material respect; the liquidation value of Eligible Inventory, or any category thereof, has materially decreased; cost or count variances exist or are anticipated to exist with respect to Inventory; or the nature or quality of Inventory has materially deteriorated. As used herein, “Sole Discretion” means the exercise by Lender of its reasonable (from the perspective of a secured asset-based lender) good faith business judgment in light of all of the facts and circumstances existing with respect to the issue then under consideration by Lender.”

(b) A new Paragraph 51 is hereby hereafter added to the Loan Agreement as follows:

“51. Borrower, for the 3, 6, 9 and 12-month ending periods below, shall attain minimum EBITDA (as defined below) as follows unless otherwise agreed to by Lender in writing:

As used herein, “EBITDA” means, as determined by Lender, for the periods above, Borrower’s revenue less costs of goods and less operating expenses, plus depreciation expenses, and plus amortization expenses.”

4. Conditions Precedent. The effectiveness of this Modification is conditioned upon fulfillment of all of the following conditions precedent as required by Lender, with any unfulfilled conditions precedent (unless waived by Lender) to become conditions subsequent to be immediately satisfied:

(a) Borrower, Lender and the guarantors set forth in the attached Reaffirmation of Guaranty shall have executed a copy of this Modification;

(b) Borrower shall have paid Lender the Loan Fee of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) as set forth in the Term Note, which fee (at Lender’s option) may be charged as an Advance under the Loan Agreement and added to the Obligations regardless of whether an Overadvance will result;

(c) Borrower shall have opened a money market account with Tech Credit Union (“MMA”), which shall be initially funded with all of the proceeds of the Term Note, with such MMA to be maintained until such time as all Obligations are repaid in full and the Loan Documents are terminated, and with all proceeds of equity raises to be maintained in such MMA until utilized by Borrower.

(d) The delivery, execution, resolution and/or completion (as applicable), to Lender’s satisfaction, of all other documents, matters or acts required by Lender in connection with this Modification including, without limitation:

(i) Borrower shall have executed and delivered a copy of the Term Note, being entered into concurrently herewith; and

(ii) Borrower shall have paid Lender’s attorneys’ fees and costs incurred in connection with the preparation and negotiation of this Modification and the Term Note, which fees and costs (at Lender’s option) may be charged as an Advance under the Loan Agreement and added to the Obligations regardless of whether an Overadvance will result.

5. Condition Subsequent. As conditions subsequent to the continued making of any Advances described in the Loan Documents, each of the following condition shall be satisfied to the satisfaction of Lender unless waived by Lender in writing, with the failure to fulfill any of same by its applicable deadline to constitute an Event of Default under the Loan Agreement:

(a) Within five (5) business days of the funding of the Term Note, Borrower shall have deposited the sum of Two Million and 00/100 Dollars ($2,000,000.00) into the MMA.

(b) By no later than January 31, 2021, Borrower shall have repaid in full those certain obligations indicated on its financial statements as “TGS Nick Business Loan” ($1,323,000.00) and “TGS Mark & Fred Business Loan” ($1,377,000), with such obligations to repaid through the use of funds in the MMA, and with Borrower to provide Lender with satisfactory written evidence of such repayments; and

(c) By no later than March 31, 2021, Borrower shall cause guarantor MagneGas IP, LLC, a Delaware limited liability company (“MagneGas IP”), to provide satisfactory written evidence to Lender that ownership of all of MagneGas IP’s intellectual property (including, without limitation the intellectual property set forth in that certain Intellectual Property Security Agreement, dated October 21, 2020 between Lender and MagneGas IP) has been transferred on the records of the United States Patent and Trademark Office to reflect the change of ownership thereof from BBHC, Inc., a Delaware corporation to MagneGas IP, and that there are no liens encumbering any of MagneGas IP’s intellectual property.

6. Releases. In consideration of Lender’s agreement to enter into this Modification, Borrower and the undersigned each release Lender and its respective agents, employees, officers, directors, attorneys, representatives, insurers, and successors and assigns (individually and collectively, the “Released Parties”), from any and all claims, whether or not such claims are known, unknown or suspected to exist, and causes of action which have been sustained or may be sustained, relating in any way to the lending relationship between Lender, on the one hand, and Borrower and/or the undersigned, on the other hand (individually and collectively, the “Released Matters”). Borrower and the undersigned each covenant and agree that neither they nor their agents, employees or successors and assigns will hereafter commence, maintain or prosecute any action at law or otherwise, or assert any claim against the Released Parties, for damages or loss of any kind or amount arising out of the subject matter of the Released Matters. It is the intention of each of Borrower and the undersigned that this release shall be effective in full and final accord and satisfaction and release of and from all Released Matters. Borrower and the undersigned each hereby waive any and all rights which they have or may have against the Released Parties under the provisions of Section 1542 of the California Civil Code (or other applicable law) as now worded and hereafter amended, which section presently read as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

7. Reaffirmations. Borrower hereby ratifies, reaffirms, and remakes as of the date hereof each and every representation and warranty contained in the Loan Agreement (as amended by this Modification) and in any document incident thereto or connected therewith.

8. Legal Effect. Except as specifically set forth in this Modification, all of the terms and conditions of the Loan Agreement remain in full force and effect.

9. No Waiver of Events of Default. As of the date hereof, Lender may have been unable to ascertain the existence of any Events of Default under the Loan Agreement, and Lender’s failure to refer herein to any existing Event of Default shall not be deemed a waiver of any such existing Event of Default.

10. Counterparts. This Modification may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute a single original.

11. Electronic Signature. This Modification, or a signature page thereto intended to be attached to a copy of this Modification, signed and transmitted by facsimile machine, telecopier or other electronic means (including via transmittal of a “.pdf” file) shall be deemed and treated as an original document. The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the person who executed the facsimile, telecopy of other electronic document. No party hereto may raise the use of a facsimile machine, telecopier or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier or other electronic means as a defense to the enforcement of this Modification.

12. Integration. This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereof must be in writing and signed by the parties.

IN WITNESS WHEREOF, the parties have executed this First Modification to Loan and Security Agreement as of the date first set forth above.

Taronis Fuels, Inc.,

a Delaware corporation

MagneGas Welding Supply – Southeast, LLC,

a Florida limited liability company

MagneGas Welding Supply – South, LLC,

a Texas limited liability company

MagneGas Welding Supply – West, LLC,

a California limited liability company

[Signatures Continued on Next Page]

Tech-Gas Solutions, LLC,

a Texas limited liability company

Taronis - TAS, LLC,

a Florida limited liability company

Taronis – TAH, LLC,

a Florida limited liability company

TECH CAPITAL, LLC,

a California limited liability company

Reaffirmation of Guaranty and Grant of Intellectual Property License

The undersigned have each executed a guaranty (a “Guaranty”) in favor of Lender respecting the Obligations of Borrower owing to Lender. The undersigned each: (a) acknowledges the terms of this Modification (and of the documents being entered into in connection herewith); and (b) reaffirms and agrees (i) that its Guaranty remains in full force and effect, (ii) that nothing in its Guaranty obligates Lender to notify the undersigned of any changes in the financial accommodations made available to Borrower or to seek reaffirmations of its Guaranty, and (iv) no requirement to notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation.

By its signature below, MagneGas IP, LLC, a Delaware limited liability company (“MagneGas IP”), with respect to all of its intellectual property (including, without limitation, that certain intellectual property set forth in that certain Intellectual Property Security Agreement, dated October 21, 2020, between Lender and MagneGas IP) hereby grants to Lender (following an Event of Default under the Loan Agreement that is not cured prior to the expiration of any cure period applicable to same) an irrevocable license or other right to use, without charge, MagneGas IP’s intellectual property including, without limitation, MagneGas IP’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral (set forth in the Loan Agreement) and the Collateral (set forth in that certain Security Agreement (All Assets), dated October 21, 2020, among the undersigned guarantors, on the one hand, and Lender, on the other hand), in completing production of, advertising for sale, and selling any of such Collateral, and MagneGas IP’s rights under all licenses shall inure to Lender’s benefit.

MAGNEGAS IP, LLC,

a Delaware limited liability company

MAGNEGAS PRODUCTION, LLC,

a Delaware limited liability company

MAGNEGAS REAL ESTATE HOLDINGS, LLC,

a Delaware limited liability company

TARONIS – TGS, LLC,

a Delaware limited liability company (“Guarantor”)

[Signatures Continued on Next Page]

MAGNEGAS IRELAND LIMITED,

an Irish private limited company (“Guarantor”)

MAGNEGAS LIMITED,

an English private limited company (“Guarantor”)

TARONIS NETHERLANDS B.V.,

A Dutch private limited liability company (“Guarantor”)

Exhibit 10.2

Secured Promissory Note

(Single Advance – Non-Revolving)

FOR VALUE RECEIVED, Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”), promise to pay to Tech Capital, LLC, a California limited liability company (“Lender”), or order, at Lender’s place of business at 2010 North First Street, Suite 300, San Jose, California 95131, or at such other place as may be designated in writing to Borrower by the holder of this Secured Promissory Note (this “Note”), the principal sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) or so much of said amount as shall have been advanced hereunder (as such amount shall change from time to time, the “Loan Amount”), which shall be subject to and disbursed under the additional terms and conditions of that certain Loan and Security Agreement dated October __, 2020 and all of the riders and amendments thereto by and between Borrower and Lender (the “Loan Agreement”), together with interest from the date of the Advance (as defined below) on the unpaid principal balance at a rate (the “Rate”) of four and one-quarter percent (4.25%) per annum over and above the rate announced as the “prime” rate in the Western Edition of the Wall Street Journal which is in effect from time to time (the “Prime Rate”); provided that the Prime Rate shall at all times be deemed to be not less than three and one-quarter percent (3.25%) per annum (the “Deemed Prime Rate”). In the event that the Prime Rate is changed, the adjustment in the interest rate charged shall be made on the day such change occurs. The Prime Rate is a rate used by certain financial institutions as one of their index rates and serves as a basis upon which effective rates of interest are calculated for loans making reference thereto and may not be the lowest of such financial institutions’ index rates. Upon the occurrence of a default or an event of default under this Note, the rate of interest on the Note shall be increased at the option of Lender to an additional four percent (4.00%) in excess of the then applicable interest rate. Interest shall be computed on the basis of a 360-day year and shall be charged to Borrower’s Revolving Line (as defined below) on the first day of the following month, and, if not so paid, it shall thereafter bear like interest as the principal.

1. The amount to be advanced under this Note shall be made in one advance (the “Advance”) of $2,500,000.00. The Advance under this Note will be used to fund the MMA as required by and pursuant to Section 5(a) of that certain First Modification to Loan and Security Agreement being entered into concurrently herewith (the “First Modification”), and with the funds in the MMA to be used for the purposes set forth in the First Modification.

2. Lender may, at its option, charge Borrower’s Revolving Line for the principal, interest, and fees hereunder, which are due and payable on the dates and in the manner that follows:

(a) Interest payments will be due and payable in arrears commencing on the first day of the first month following disbursement of the Advance hereunder and continuing on the first day of each month thereafter while amounts hereunder are due and owing;

(c) A loan fee of one percent (1.0%) of $2,500,000.00 which equals the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the “Loan Fee”), shall be charged at the time of the execution hereof;

(d) An administrative fee of fifteen-hundredths of one percent (0.15%) per month of the daily outstanding balance of the Loan Amount during the preceding month, shall be charged on the first day of each month following disbursement of the first Advance and monthly thereafter while amounts hereunder are due and owing (“Administrative Fee”). For avoidance of doubt, a separate additional Administrative Fee pursuant to terms of the Loan Agreement shall not be payable with respect to the Loan Amount hereunder;

(e) An appraisal fee of ———-n/a——— and 00/100 Dollars ($———-n/a———) (the “Appraisal Fee”) shall be charged for each appraisal of the Collateral performed by Lender or its agents;

(f) On the first day of each month, Lender will transfer all loan payments due under this Note, including principal payments and all accrued interest and Administrative Fees, to the accounts receivable line of credit (the “Revolving Line”) extended to Borrower pursuant to the Loan Agreement;

(g) Borrower shall pay all fees and legal and other costs incurred by Lender in connection with the negotiation and preparation of this Note and the documents executed in connection herewith and the perfection of any security interest in any collateral granted by Borrower or any third party to Lender in connection with this Note, including but not limited to attorneys’ fees and legal and other costs, which Lender shall charge to the Revolving Line;

(h) On December 1, 2023 (the “Maturity Date”), the entire principal balance hereof, together with any and all unpaid and/or accrued interest, loan fees, monthly Administrative Fees, and attorneys’ fees and legal and other costs due hereunder, shall be due, owing and payable in full;

(i) Interest not paid when due shall bear interest at the same rate as principal. All principal and interest due hereunder is payable in lawful money of the United States of America; and

(j) In no event shall the interest rate or rates payable under this Note, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and Lender intend legally to agree upon the rate or rates of interest (and the other amounts paid in connection herewith) and manner of payment stated within this Note; provided, however, that anything contained herein to the contrary notwithstanding, if said interest rate or rates of interest (or other amounts paid in connection herewith) or the manner of payment exceeds the maximum allowable under applicable law, then, ipso facto as of the date of this Note, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of this Note to the extent of such excess.

3. Voluntary prepayments of the principal balance of this Note shall be permitted at any time. Also, a prepayment may be deemed to have occurred regardless of whether such payment or other reduction (i) is voluntary or involuntary; (ii) is occasioned by Lender’s acceleration of the obligations hereunder or a demand hereunder; (iii) is made by Borrower or other third party, including a guarantor of Borrower’s obligation hereunder; (iv) results from Lender’s receipt or collection of proceeds of its collateral, including insurance proceeds and condemnation awards; (v) results from Lender’s exercise of its rights of setoff; and/or (iv) is made during an insolvency proceeding, or is made pursuant to any plan of reorganization or liquidation. Any such voluntary or involuntary prepayment shall be accompanied by all interest and any Administrative Fees that have accrued and remain unpaid with respect to the amount of principal being repaid and a prepayment fee equal to the following:

(a) ———-N/A———- percent (———-N/A———-%) of the amount prepaid with respect to any prepayments made during the first 12 months of the term of this Note; and

(b) ———-N/A———- percent (———-N/A———-%) of the amount prepaid with respect to any prepayments made thereafter.

Amounts repaid or prepaid with respect to this Note may not be reborrowed. Partial prepayments of principal shall be applied to scheduled payments of principal in the inverse order of their maturity.

4. If any installment of principal, interest, or Administrative Fee hereunder is not paid when due, the holder shall have the following rights in addition to the rights set forth herein, in the Loan Agreement, and under law:

(a) the right to compound interest and the Administrative Fee by adding the unpaid interest and/or Administrative Fee to principal, with such amount thereafter bearing interest and the Administrative Fee at the rates provided in this Note; and

(b) if any installment is more than ten (10) days past due, the right to collect a charge equal to the greater of Fifteen and 00/100 Dollars ($15.00) or five percent (5.00%) of the late payment for each month in which it is late. This charge is a result of a reasonable endeavor by Borrower and the holder to estimate the holder’s added legal and other costs and damages resulting from Borrower’s failure to make timely payments under this Note; hence Borrower agrees that the charge shall be presumed to be the amount of damage sustained by the holder since it is extremely difficult to determine the actual amount necessary to reimburse the holder for damages.

5. Borrower expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, the benefit of any exemption under the homestead exemption laws, and all other notices and demands in connection with the delivery, acceptance, performance, or enforcement of this Note. Borrower agrees that Lender may release, surrender, exchange, or substitute any collateral now held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced hereby. Borrower irrevocably waives the right to direct the application of all payments at any time hereafter received by Lender on behalf of Borrower, and Borrower agrees that Lender shall have the continuing exclusive right to apply any such payments against the then due and owing obligations of Borrower to Lender as Lender may deem advisable.

6. It is expressly agreed that if a default or breach occurs (that is not cured prior to the expiration of any cure period applicable to same, if any) in the payment of any principal or interest, or other fee as provided above, or in the payment or performance of any other of Borrower’s Obligations (as that term is defined in the Loan Agreement), at Lender’s option, the unpaid principal balance of this Note, together with interest accrued thereon, and other fees as provided above shall forthwith be due and payable. Notwithstanding anything to the contrary in this Note, in the event the Revolving Line is in Event of Default (as that term is defined in the Loan Agreement) status, or otherwise owing and payable pursuant to the terms thereof, all amounts due under this Note shall also be due, owing, and payable.

7. This Note is made subject to the terms and conditions of, and is secured by security interests granted by Borrower in favor of Lender, and all covenants, conditions, and agreements contained in the Loan Documents, including without limitation, the Loan Agreement, the Deposit Account Secuity Agreement(s), and the Intellectual Property Security Agreement, all of which are hereby incorporated and made a part hereof. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

8. Borrower hereby consents to any and all renewals, replacements, and/or extensions of time for payment of this Note before, at, or after maturity. This Note shall be binding upon all successors and assigns of Borrower. However, Borrower may not assign this Note or any rights hereunder without Lender’s prior written consent. Neither an unconsented assignment nor an assignment consented to by Lender shall release Borrower or any guarantor of any Obligation or indebtedness hereunder. Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the documents executed herewith or hereafter. In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit extended by Lender to Borrower, or about Borrower or its business, any guarantor or the business of any guarantor, or any Collateral required hereunder. Any waiver of any rights under this Note, the Loan Agreement, or under any other agreement, instrument, or paper signed by Borrower is neither valid nor effective unless made in writing and signed by Lender. No delay or omission on the part of the Lender in exercising any right shall operate as a waiver thereof or of any other right.

9. Borrower promises to pay all legal and other costs and expenses of collection of this Note and to pay all reasonable attorneys’ fees incurred in such collection or in any suit or action to collect this Note or any appeal thereof. Borrower and Lender agree that this Note is entered into and Borrower’s performance to Lender occurs at San Jose, California. This Note shall be governed by, construed under, and enforced in accordance with the laws of the State of California.

10. Any collateral pledged to secure any obligation of Borrower shall also secure any other obligation of Borrower except that any real property pledged to secure any obligation of Borrower shall only secure any other obligation of Borrower if Lender specifically so agrees in writing.

11. An Event of Default under this Note or the Loan Agreement, or any other agreement referenced in Section 7 above shall be an Event of Default under each of such loan documents, and vice versa.

12. In the event any one or more of the provisions contained in this Note is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13. This Note, or a signature page thereto intended to be attached to a copy of this Note, signed and transmitted by facsimile machine, telecopier, or other electronic means (including via transmittal of a “pdf” file) shall be deemed and treated as an original document. The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original documents. At the request for any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed the facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed, the facsimile, telecopy or other electronic document. No party hereto may raise the use of a facsimile machine, telecopy, or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier, or other electronic means as a defense to the enforcement of this Note.

14. This is an integrated Note and supersedes all prior agreements or negotiations regarding the subject matter hereof. This Note may only be amended in writing. This Note amends and restates that certain Secured Promissory Note dated as of ———-n/a——— by BORROWER, however, this Note is not a novation of the obligations under such prior Secured Promissory Note or the terms contained therein.

This Note is subject to the terms and conditions set forth in Addendum A attached hereto and made a part hereof by this reference.

IN WITNESS HEREOF, this Note has been executed and delivered on the date first set forth above.

Taronis Fuels, Inc.,

a Delaware corporation

MagneGas Welding Supply – Southeast, LLC,

a Florida limited liability company

[Signatures Continued on Next Page]

MagneGas Welding Supply – South, LLC,

a Texas limited liability company

MagneGas Welding Supply – West, LLC,

a California limited liability company

Tech-Gas Solutions, LLC,

 a Texas limited liability company

Taronis - TAS, LLC,

a Florida limited liability company

Taronis – TAH, LLC, 

a Florida limited liability company

ADDENDUM A

Pursuant to this Addendum A to Secured Promissory Note (Single Advance Non-Revolving) (this “Addendum”) executed by Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”) and Tech Capital, LLC, a California limited liability company (“Lender”), the foregoing Secured Promissory Note (Single Advance Non-Revolving) (the “Note”) is hereby amended and/or supplemented by the following terms and conditions, which are incorporated by this reference in the Note as the following additional paragraphs to the Note:

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