MNGA Magnegas Applied Technlgy Sol (MM)

Item 1.01 Entry into a Material Definitive Agreement.

On June 15, 2017, MagneGas Corporation (the “Company”) held a closing (the “Closing”) of a private placement, in which the Company sold Series C Convertible Preferred Stock (“Preferred Shares”), Series C Convertible Preferred Warrants (“Preferred Warrants”) and Common Stock Purchase Warrants (“Common Stock Warrants”) (collectively, the “Transaction Securities”) as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement and Schedule II of the Preferred Warrants, for a total gross purchase price of up to $25,000,000 (the “Offering”). At the Closing, the Company issued a total of 75 Preferred Shares at a purchase price of $900 per share. The Preferred Warrants are exercisable for a total of 24,925 Preferred Shares at an exercise price of $900 per share. The Preferred Shares have an initial conversion price of $3.00 and will be initially convertible into an aggregate of 8,333,334 shares of common stock. The Common Stock Warrants will be exercisable for 2,916,667 shares of common stock, representing thirty-five percent (35%) of the total number of shares of common stock initially issuable upon conversion of the Preferred Shares. The exercise price of the Common Stock Warrants is $3.00 per share. The Offering was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the safe harbor provided by Rule 506(b) of Regulation D.

Maxim Group, LLC (“Maxim”) acted as the exclusive placement agent for this transaction. The Company agreed to pay Maxim a cash fee payable upon each closing of the Offering equal to 6.0% of the gross proceeds received by the Company at each Closing (the “Placement Fee”). Additionally, the Company granted to Maxim (or its designated affiliates) warrants to purchase up to 416,667 shares common stock (the “Placement Agent Warrants”). The Placement Agent Warrants will expire five (5) years after the Closing. The Placement Agent Warrants will be exercisable at a price per share equal to $3.30. The Placement Agent Warrants will not be redeemable. The Placement Agent Warrants may be exercised in whole or in part and shall provide for “cashless” exercise, except in the event the shares of common stock issuable upon exercise of the Placement Agent Warrants are registered for resale, in which case they will provide for “cash” exercise only. The above description of the Placement Agent Warrants does not purport to be complete and is qualified in its entirety by the full text of such Placement Agent Warrants, which is incorporated herein and attached hereto as Exhibit 10.1.

As a condition to closing the Offering, Global Alpha, LLC (the “Majority Stockholder”), who owns approximately 99% of the Company’s outstanding voting power, executed a Voting Agreement with the Company. Pursuant to the Voting Agreement, the Majority Stockholder agreed to vote in favor of the Company’s issuance of the Transaction Securities and the common stock into which the Preferred Shares can be converted and Common Stock Warrants can be exercised. The above description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such Voting Agreement, which is incorporated herein and attached hereto as Exhibit 10.2.

The Company became a party to that certain Registration Rights Agreement dated as of June 15, 2017, which Registration Rights Agreement was described in the Company’s Current Report on Form 8-K filed by the Company on June 12, 2017 (the “June 12 Form 8-K”) and specifically incorporated herein by reference. For a description of the terms and conditions of the Registration Rights Agreement, see “Item 1.01 Entry into a Material Definitive Agreement” in the June 12 Form 8-K and Exhibit 10.4 of the June 12 Form 8-K which is incorporated herein by reference.