UNDERWRITING AGREEMENT between SQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters SQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • SQL Technologies Corp. • Electric lighting & wiring equipment • New York
The undersigned, SQL Technologies Corp. (d/b/a Sky Technologies), a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of SQL Technologies Corp. (d/b/a Sky Technologies), the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SKYX PLATFORMS CORP., Issuer AND [TRUSTEE], Trustee INDENTUREIndenture • May 5th, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
WARRANT TO PURCHASE COMMON STOCK SQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES)SQL Technologies Corp. • February 14th, 2022 • Electric lighting & wiring equipment
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC 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 August 8, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SQL Technologies Corp., a Florida corporation (the “Company”), up to 132,000 shares of common stock, no par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
SKYX PLATFORMS CORP. COMMON STOCK SALES AGREEMENTSales Agreement • May 26th, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment • New York
SKYX Platforms Corp., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Sales Agent”), as follows:
FORM OF SECURITIES SUBSCRIPTION AGREEMENT to purchase shares of common stock ofSecurities Subscription Agreement • April 7th, 2016 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of SAFETY QUICK LIGHTING & FANS CORP. [ ], 2013 (the “Issuance Date”)Common Stock Purchase Warrant • 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.
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 11th, 2016 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
SAFETY QUICK LIGHTING & FANS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2016 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
This Registration Rights Agreement (this “Agreement”) , dated as of _________, 20__, is made by and between Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”), and the undersigned (the “Holder”).
Borrower: SQL Technologies Corp. Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 06.24.2020 Note Amount: $150,000.00SQL Technologies Corp. • December 22nd, 2021 • Electric lighting & wiring equipment
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • August 1st, 2014 • Safety Quick Lighting & Fans Corp. • New York
SKYX PLATFORMS CORP. RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • August 5th, 2022 • SKYX Platforms Corp. • Electric lighting & wiring equipment • Florida
This Restricted Shares Award Agreement (the “Agreement”) is entered into between SKYX Platforms Corp. (the “Company”) and the individual named below as the “Grantee”, effective as of the Date of Grant set forth below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2022 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the date of the last to sign herein below, by and between SQL Technologies Corp., a Florida corporation (the “Company”), and Marc Boisseau, a Florida resident (the “Executive”).
SUBLEASE AGREEMENTSublease Agreement • May 28th, 2015 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Georgia
This Sublease Agreement (“Sublease”) is entered into this 15th day of October, 2014 by and between Safety Quick Light, LLC Florida limited liability company (“Sublandlord”), and Stableford Capital, LLC a Georgia limited liability company (“Subtenant”).
Form of Restricted Share Unit Award (one year vestinG) (April 2023) SKYX PLATFORMS CORP. RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • May 12th, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment • Florida
This Restricted Share Unit Award Agreement (the “Agreement”) is entered into between SKYX Platforms Corp. (the “Company”) and the individual named below as the “Grantee”, effective as of the Date of Grant set forth below.
STOCK OPTION AGREEMENT TO PURCHASE UP TO [ ] SHARES OF COMMON STOCK OF SQL TECHNOLOGIES CORP.Stock Option Agreement • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment • New York
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of [ ], 2017 (the “Effective Date”) by and between SQL TECHNOLOGIES CORP, a Florida corporation (the “Company”), and [ ] (the “Optionee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment • Florida
THIS SECURITIES PURCHASE AGREEMENT, dated as of March 29, 2023 (this “Agreement”), is entered into by and among SKYX Platforms Corp., a Florida corporation (the “Company”), and each investor identified on the signature pages hereto (each, including such investor’s successors and assigns, an “Investor” and collectively, the “Investors”).
Form of Subordinated Secured Convertible NoteSKYX Platforms Corp. • March 31st, 2023 • Electric lighting & wiring equipment • Florida
THIS NOTE AND THE RIGHTS AND OBLIGATIONS, INCLUDING PAYMENT AND THE EXERCISE OF REMEDIES, EVIDENCED HEREBY, AND THE SECURITY INTEREST AND LIENS OR ENCUMBRANCES GRANTED BY THIS NOTE, ARE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN SECTION 6(b) OF THIS NOTE, SUBORDINATE TO ANY OTHER INDEBTEDNESS OWED BY THE COMPANY TO ANY OTHER PERSON OR ENTITY (ANY SUCH INDEBTEDNESS, “SENIOR DEBT”) AND TO ANY SECURITY INTEREST IN ANY ASSETS OF THE COMPANY GRANTED BY THE COMPANY TO ANY OTHER PERSON OR ENTITY TO SECURE SUCH SENIOR DEBT, WHETHER OR NOT SUCH SUBORDINATION IS SEPARATELY EVIDENCED BY A SUBORDINATION AGREEMENT BETWEEN HOLDER AND SUCH OTHER PERSON OR ENTITY. PAYMENT WITH RESPECT TO THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO ANY SENIOR DEBT AND THE OBLIGATIONS EVIDENCED HEREUNDER ARE SUBORDINATE TO THE INDEBTEDNESS OWED UNDER ANY SENIOR DEBT, AS SUCH SENIOR DEBT MAY BE AMENDED, SUPPLEMENTED, EXTENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING OR INC
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 10th, 2022 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
This subscription for the Securities is based upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to this Subscription Agreement and the Accredited Investor Questionnaire & Form W-9 (the “Investor Questionnaire”) attached as Exhibit D hereto.
COMMON STOCK PURCHASE WARRANT To Purchase [_____] Shares of Common Stock of SQL Technologies Corp. [_____], 2021 (the “Issuance Date”)Common Stock Purchase Warrant • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Bridge Line Ventures, LLC Series ST-1 (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 third anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from SQL Technologies Corp., a Florida corporation (the “Company”), up to [_____] shares (the “Warrant Shares”) of the Common Stock, no par value 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 $12.00 (twelve dollars US).
FORBEARANCE AGREEMENTForbearance Agreement • August 15th, 2016 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
THIS FORBEARANCE AGREEMENT (this “Agreement”), dated effective as of May 25, 2016, is made by and between Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”) and the undersigned holder of the Investor Note(s) (as hereinafter defined) (the “Investor”, and together with the Company, the “Parties”, and each, a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
This Executive Employment Agreement (the “Agreement”) dated September 1, 2019 by and between SQL Technologies Corp., a corporation duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Patricia Barron, a resident of the state of Georgia (hereinafter referred to as the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 28th, 2015 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
This Executive Employment Agreement (the "Agreement") dated November ___, 2014 by and between Safety Quick Lighting & Fans Corp., a corporation duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company") and John P. Campi, a resident of the state of Georgia (hereinafter referred to as the "Executive").
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”).
Form of Common Stock Purchase WarrantCommon Stock Purchase Warrant • March 31st, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment • Florida
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 (5th) anniversary of the Issuance Date (the “Termination Date”) but not thereafter, subject to Section 3 hereof, to subscribe for and purchase from SKYX Platforms Corp., a Florida corporation (the “Company”), up to [___] shares (the “Warrant Shares”) of the common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used, but not otherwise defined, in this Warrant have the meanings ascribed to them in the Securities Purchase Agreement, dated as of March 29, 2023 (the “Purchase Agreement”) among the Company and the original Holder, as amended, modified or supplemented from time to time in accordance with its terms.
AGREEMENT AND MUTUAL RELEASE AND WAIVERAgreement and Mutual Release and Waiver • May 28th, 2015 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
THIS AGREEMENT AND MUTUAL RELEASE AND WAIVER, (the “Agreement”) executed on November 21, 2014 by and between Safety Quick Lighting & Fans Corp. (the “Company”) and James R. Hills, (“Hills”), each referred to individually as a “Party” and collectively as the “Parties”, is effective as of the Effective Date, as hereinafter set forth in Paragraph 15.
INVESTMENT BANKING ENGAGEMENT AGREEMENTInvestment Banking Engagement Agreement • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
Newbridge Securities Corporation (“Newbridge”) is pleased to provide non-exclusive Mergers & Acquisitions (“M&A”) services to SQL Technologies Corp., a Florida corporation, (the “Company) with respect to identifying, analyzing, structuring, negotiating and consummating one or several M&A Transactions (as defined in Section 17 below) on the terms and conditions in this letter agreement (the “Agreement”).
AGREEMENT AND WAIVERAgreement and Waiver • May 28th, 2015 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
THIS AGREEMENT AND WAIVER (this “Agreement”), dated as of December 10, 2014, is made by and between Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”) and the undersigned holder of the Note (as hereinafter defined) (“Investor”, and together with the Company, the “Parties”, and each, a “Party”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY “[***]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. MASTER SERVICES AGREEMENT between...Master Services Agreement • December 8th, 2023 • SKYX Platforms Corp. • Electric lighting & wiring equipment
This Master Services Agreement (“Agreement”) is entered into on December 1, 2023 (“Effective Date”) by GE Technology Development, Inc., a subsidiary of the General Electric Company and a corporation organized under Delaware State law, (“Company” or “GE”), and by SKYX Platforms Corp., a corporation organized under Florida State law (“SKYX” and, together with the Company, “Parties”).
SAFETY QUICK LIGHTING & FANS CORP.Safety Quick • 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 8th, 2016 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
This Executive Employment Agreement (the “Agreement”) dated August 17, 2016 by and between Safety Quick Lighting & Fans Corp., a corporation duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Mark J. Wells (hereinafter referred to as the “Executive”).
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”).
COMMISSION TERMINATION AGREEMENTCommission Termination Agreement • April 1st, 2024 • SKYX Platforms Corp. • Electric lighting & wiring equipment • Florida
THIS COMMISSION TERMINATION AGREEMENT is made as of March 29, 2024, by and between SKYX Platforms Corp. (the “Company”) and the employee identified on the signature below (“Employee”).
sql technologies Corp. STOCK OPTION AGREEMENTStock Option Agreement • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment • Florida
THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN THIRTY (30) DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OPTION AGREEMENT AND THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE.
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • December 22nd, 2021 • SQL Technologies Corp. • Electric lighting & wiring equipment
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:
