SERIES E-2 COMMON STOCK PURCHASE WARRANT Magnegas corporationMagnegas Corp • June 27th, 2016 • Special industry machinery, nec
THIS SERIES E-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December __, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MagneGas Corporation, a Delaware corporation (the “Company”), up to 1,754,386 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 27, 2016, between MagneGas Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES E-6 “VESTING” COMMON STOCK PURCHASE WARRANT MAGNEGAS CORPORATIONMagnegas Corp • June 27th, 2016 • Special industry machinery, nec
THIS SERIES E-6 “VESTING” COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December __, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MagneGas Corporation, a Delaware corporation (the “Company”), up to 1,754,386 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, the exercisability of this Series D Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series E-4 Common Stock Purchase Warrant (including payment of the Exercise Price less $0.01 if such exercise would cause the Holder to exceed the Beneficial Ownership Limitation)
SENIOR CONVERTIBLE DEBENTURE DUE ____________Magnegas Corp • June 27th, 2016 • Special industry machinery, nec • New York
THIS SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of MagneGas Corporation, a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its Senior Convertible Debenture due __________ (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec • New York
SUBSIDIARY GUARANTEE, dated as of June 27, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between MagneGas Corporation, a Delaware corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2016, (the “Signing Date”) between MagneGas Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
