SAFETY QUICK LIGHTING & FANS CORP.Registration Rights Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this [ ] day of [ ], 2014, by and among Safety Quick Lighting & Fans Corp, a Florida corporation (the “Company”), and each Holder of the Notes and Warrants issued by the Company pursuant to a Security Purchase Agreement, dated as of the date hereof, by and between each Investor and the Company (the “SPA”).
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
This SECURITY PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2014, is by and among SAFETY QUICK LIGHTING & FANS CORP., a company duly organized and validly existing under the laws of Florida (“SQL” or the “Company”), and the holders of the Notes (as hereinafter defined) identified on the signature pages hereto (each, a “Purchaser” or “Payee” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of SAFETY QUICK LIGHTING & FANS CORP. [ ], 2013 (the “Issuance Date”)Warrant Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated [ ], 2014 (the “Warrant Date”), CERTIFIES that, for value received, [ ] (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 the Warrant Date and on or prior to [ ], 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of the common stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be US $0.375 (thirty-seven and one half cent US). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
SAFETY QUICK LIGHTING & FANS CORP. STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Florida
This Stockholder Voting Agreement, dated as of _________________, 2013 (this "Agreement"), is by and among Safety Quick Lighting & Fans Corp., a Florida corporation with offices at 3245 Peachtree Parkway, Suite D310 Suwanee, GA 30024 (the "Company"), and _______________, a shareholder of the Company, having an address at__________________________, hereinafter referred to as the “SQL Investor”). The Company and the SQL Investor are sometimes referred to hereinafter as the “Parties.”
TRADEMARK ASSIGNMENTTrademark Assignment • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
This TRADEMARK ASSIGNMENT, by and between Ran KOHEN, an individual having an address at 20735 NE 32 PL, Aventura, FL 33180 (hereinafter “Assignor”), and SAFETY QUICK LIGHTING & FANS CORP., a corporation organized and existing under and by virtue of the laws of the State of Delaware, having a place of business at 3245 Peachtree Parkway, Suite D310 Suwanee, GA 30024 (hereinafter “Assignee”).
AMENDMENT NO. 1 TO CONSENT AGREEMENTConsent Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
THIS AMENDMENT NO. 1 TO CONSENT AGREEMENT (this “Amendment”) is entered into this 21st day of November, 2013 by and among SAFETY QUICK LIGHTING & FANS CORP. (f/k/a Safety Quick Light LLC), a Florida corporation (“Borrower”), PATRICIA BARRON, an individual (“Barron”), RAN ROLAND KOHEN (a/k/a Rani Roland Kohen) (“Kohen” together with Barron hereinafter collectively referred to as “Guarantor”) and SIGNATURE BANK OF GEORGIA (“Lender”).
STOCK OPTION AGREEMENTStock Option Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
STOCK OPTION AGREEMENT (the “Agreement”) made as of [ ], 2014 by and between SAFETY QUICK LIGHTING & FANS CORP, a Florida corporation (the “Company”), and [ ] (the “Optionee”).
TRADEMARK ASSIGNMENTTrademark Assignment • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
This TRADEMARK ASSIGNMENT, by and between Safety Quick Light LLC, a limited liability company organized and existing under and by virtue of the laws of the State of Florida, having a place of business at 16111 Biscayne Blvd. North Miami FL 33160 (hereinafter “Assignor”), and SAFETY QUICK LIGHTING & FANS CORP., a corporation organized and existing under and by virtue of the laws of the State of Delaware, having a place of business at 3245 Peachtree Parkway, Suite D310 Suwanee, GA 30024 (hereinafter “Assignee”).
OFFICE LEASE BETWEEN METZLER ONE BUCKHEAD PLAZA, L.P. (“LANDLORD”) AND SAFETY QUICK LIGHT LLC (“TENANT”)Office Lease • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
This Office Lease (this “Lease”) is entered into by and between METZLER ONE BUCKHEAD PLAZA, L.P., a Delaware limited partnership (“Landlord”), and SAFETY QUICK LIGHT LLC, a Florida limited liability company (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”).
LOAN AGREEMENTLoan Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
THIS LOAN AGREEMENT ("Agreement") is made May 29 , 2007, between the Borrower and Lender identified in the attached Authorization, GP 277-203-6006 GA, issued by the U.S. Small Business Administration ("SBA") to Lender, dated April 26, 2007 ("Authorization").
COMMON STOCK PURCHASE WARRANT To Purchase _______ Shares of Common Stock of SAFETY QUICK LIGHTING & FANS CORP. ______________________ (the “Issuance Date”)Warrant Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, _____________________ (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 the date of this Warrant and on or prior to the fifth anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be US $0.375 (thirty-seven and one half cent US). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the me
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp.
This FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“this Amendment”) is made this 17th day of April, 2013 by and between SQL Lighting & Fans, LLC, a limited liability company with a place of business at 500 Sun Valley Road, Roswell, Georgia 30076, (“Licensee”) and GE Trademark Licensing, Inc., a Delaware corporation with a place of business at 8 Southwoods Blvd, Albany, NY 12211 (“GE”) with reference to the following background:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Florida
The terms contained herein (the “Revised Agreement”) supersede and replace the terms contained in the Executive Employment Agreement dated November 15, 2013 by and between Safety Quick Lighting & Fans Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company") and James R. Hills, (hereinafter referred to as the "Executive").
LOCK-UP AND LEAK OUT AGREEMENTLock-Up and Leak-Out Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Delaware
This LOCK-UP AND LEAK-OUT AGREEMENT (the “Agreement”) is made as of _______________, 2013 (the “Effective Date”) by and between Safety Quick Lighting & Fans Corp., a Florida corporation, (the “Company”), and the undersigned holder of common stock (the “Stockholder”) of the Company.
CONSULTING AGREEMENTConsulting Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Florida
This Consulting Agreement (hereinafter referred to as the "Agreement") is made and effective December 1, 2013, by and between Safety Quick Lighting & Fans Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company") and Rani Kohen (hereinafter referred to as the "Consultant").
CONSENT AGREEMENTConsent Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Georgia
THIS CONSENT AGREEMENT (this “Agreement”) is entered into this 14th day of November, 2013 by and among SAFETY QUICK LIGHTING & FANS CORP. (f/k/a Safety Quick Light LLC), a Florida corporation (“Borrower”), PATRICIA BARRON, an individual (“Barron”), RAN ROLAND KOHEN (a/k/a Rani Roland Kohen) (“Kohen” together with Barron hereinafter collectively referred to as “Guarantor”) and SIGNATURE BANK OF GEORGIA (“Lender”).
SALES AND MARKETING AGREEMENTSales and Marketing Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • Florida
THIS SALES AND MARKETING AGREEMENT (“Agreement”) is entered into on the date written below by and between SQL Lighting & Fans, LLC, 500 Sun Valley Drive, Roswell, Georgia 30076 (the “Company”). and “Design Solutions International, Inc. and its affiliates and associated companies, successors or assigns (“DSI”) 7900 N. University Drive, Suite 202, Fort Lauderdale, Florida 33321 (“DSI”), (together, the “parties”). In consideration of the mutual promises set forth below, the Parties agree as follows:
