SAFETY QUICK LIGHTING &
REGISTRATION RIGHTS AGREEMENT
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”).
WHEREAS, each Holder has subscribed
to purchase the Shares (as defined in Section 1 below) pursuant to that certain Securities Subscription Agreement and exhibits
thereto (the “Subscription Agreement”), in connection with the Company’s offering (the “Offering”)
of a minimum of $500,000 and up to $2,000,000 in the aggregate principal amount of shares of the common stock of the Company,
no par value per share (“Common Stock”); and
WHEREAS, to induce the Holder to execute
and deliver the Subscription Agreement and this Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder,
and applicable state securities laws, with respect to the Shares issuable pursuant to the Subscription Agreement.
NOW, THEREFORE, for and in consideration
of the foregoing premises, the agreements and covenants herein contained, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:
Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall
have the meanings given such terms in the Subscription Agreement. In addition to the terms defined elsewhere in this Agreement,
the following terms have the meanings indicated in this Section 1:
Date” means the Closing Date, as that term is defined in the Subscription Agreement.
means the United States Securities and Exchange Commission.
Period” shall mean from the date hereof until the earlier to occur of the date when all Registrable Securities covered
by a Registration Statement either (a) have been sold pursuant to a Registration Statement or an exemption from the registration
requirements of the Securities Act, and (b) pursuant to a written opinion of Company counsel acceptable to the Company’s
transfer agent and the legal counsel for the Holder, may be sold pursuant to Rule 144.
Act” means the Securities Exchange Act of 1934, as amended.
or “Holders” shall have the meaning ascribed to such term in the recitals of this Agreement, and shall specifically
mean the holder or holders, as the case may be, from time to time of Registrable Securities (including any permitted assignee)
issued pursuant to the Offering.
shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.
Best Efforts” means that the Company has taken steps which are commercially reasonable under the circumstances to accomplish
its obligations hereunder, without jeopardizing the Company’s operational and financial stability.
Securities” means (i) the Shares, and (ii) any shares of Common Stock issued or issuable upon any stock split, dividend
or other distribution, recapitalization, anti-dilution adjustment or similar event with respect to the foregoing.
Statement” means any registration statement required to be filed hereunder (which, at the Company's option, may be an
existing registration statement of the Company previously filed with the Commission, but not declared effective), including (in
each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar Rule or regulation hereafter adopted by the Commission having substantially the same effect as such
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar Rule or regulation hereafter adopted by the Commission having substantially the same effect as such
means the shares of Common Stock purchased by the Holder and issued by the Company pursuant to the Subscription Agreement.
Day” means (a) a day on which the Common Stock is listed or quoted for trading on a Trading Market, or (b) if
the Common Stock is not trading on a Trading Market, a day on which the Common Stock is quoted in the over-the-counter
market as reported by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting price).
In the event that the Common Stock is not listed or quoted as set forth in (a) and (b) hereof, then Trading Day shall mean
a business day.
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the
NASDAQ Capital Market.
Mandatory Registration. The Company shall, on the date that is one hundred eighty (180) days from the Closing Date (the
“Mandatory Filing Date”), use its Reasonable Best Efforts to file with the Commission a Registration Statement
(the “Mandatory Registration Statement”), covering the resale of all of the Registrable Securities for an offering
to be made on a continuous basis pursuant to Rule 415. The Mandatory Registration Statement required hereunder shall be on
Form S-1 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1
or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance herewith).
Filing Default Damages. If a Mandatory Registration Statement is not filed on or prior to the Mandatory Filing Date, then
the Company shall pay to the Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to two percent
(2%) of the gross proceeds paid by the Holder for the Shares (the “Filing Default Damages”).
(c) The Company
shall not be responsible to pay any Filing Default Damages if the Company has exercised its Reasonable Best Efforts to file the
Registration Statement and have the Shares declared effective. The Filing Default Damages and any related interest thereon shall
be paid, at the Holder’s option, in cash or Common Stock (priced at the price per share paid by the Holder for the Shares
pursuant to the Subscription Agreement), or a portion thereof. Failure of the Company to make payment of the Filing Default Damages
within thirty (30) days of the Mandatory Filing Date shall be considered a breach of this Agreement.
the foregoing or anything else contained in this Agreement, any and all damages, penalties or interest incurred in connection
with this Agreement shall, in no case, collectively exceed ten percent (10%) of the gross proceeds paid by the Holder for the
Registration Procedures. In connection with the Company's registration obligations hereunder, and during the period in
which the Company is required or elects to keep the Registration Statement effective (the “Effectiveness Period”),
the Company shall:
Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or amended, to be filed pursuant to Rule 424;
and (iii) respond to any comments received from the Commission with respect to the Registration Statement or any amendment
Notify each Holder of Registrable Securities included in the Registration Statement, as promptly as reasonably possible, (i) of
the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness
of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that
purpose; and (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.
Promptly deliver to each Holder upon reasonable request, without charge, an electronic copy of the final Prospectus or Prospectuses
and each amendment or supplement thereto. The Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by the Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(b).
Prior to any resale of Registrable Securities by Holder, use its best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable
Securities for the resale by a Holder under the securities or blue sky laws of such jurisdictions within the United States as
any Holder reasonably requests in writing, to keep such registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions
of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to
any material tax in any such jurisdiction where it is not then so subject, or file a general consent to service of process in
any such jurisdiction.
Upon the occurrence of any event that makes, or with the passage of time would make, the financial statements included in
the Registration Statement ineligible for inclusion therein, or, that makes, or with the passage of time would make, any
statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect, as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter
delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Use its Reasonable Best Efforts to comply with all applicable rules and regulations of the Commission relating to the registration
of the Registrable Securities pursuant to the Registration Statement or otherwise.
The Company covenants that it shall file the reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder so long as the Holder owns any Registrable Securities, but in no event
longer than two (2) years after the date the Registration Statement is declared effective; provided, however, that
the Company may delay any such filing but only pursuant to Rule 12b-25 under the Exchange Act, and the Company shall take
such further reasonable action as the Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar
rule or regulation hereafter adopted by the Commission.
Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement, other
than fees and expenses of counsel or any other advisor retained by the Holder(s) and discounts and commissions with respect to
the sale of any Registrable Securities by the Holder(s). The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to
any filings required to be made with the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance
with applicable state securities or blue sky laws), (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by
the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, in its sole discretion, and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement.
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the
Holder, the officers, directors, agents and employees of it, each Person who controls the Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses relating
to an Indemnified Party’s actions to enforce the provisions of this Section 5 (collectively,
“Losses”), as incurred, to the extent arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus, or in any amendment or
supplement thereto, or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or
form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding
such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder
expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of prospectus, or in any amendment or supplement thereto,
the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of written notice from the Company that the use of the
applicable Prospectus may be resumed, or (ii) the failure of the Holder to deliver a prospectus prior to the confirmation of
a sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any proceeding of which the
Company is aware in connection with the transactions contemplated by this Agreement.
Indemnification by Holder. The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based upon: (i) the Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading (1) to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so furnished (or in the case of an omission, not furnished)
in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus
(or, in each case, any amendment or supplement thereto) or (2) to the extent that (A) such untrue statements or omissions are
based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the
Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder
or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto, or (B) in the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of written notice from the Company that the use of the applicable
Prospectus may be resumed, or (C) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. In no
event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Purchase Price paid
by the Holder in the Subscription Agreement.
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided, however, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except and only to the extent that such failure shall have materially prejudiced the Indemnifying Party.
An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (i) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel for
all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall
not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
All reasonable fees
and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating
or preparing to defend such Proceeding in a manner not inconsistent with this Section 6) shall be paid to the Indemnified
Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, however,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable
to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative
faults of the parties.
If a claim for indemnification under Section 5(a) or Section 5(b) is unavailable to an Indemnified Party
(by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The
relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for
such fees or expenses if the indemnification provided for in this Section 5 was available to such party in
accordance with its terms.
(e) Rule 144.
As long as any Holder owns any Shares or Registrable Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns any Shares or Registrable Securities, if the
Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to
the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly
financial statements, in the time period that such filings would have been required to have been made under the Exchange Act.
The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such person to sell the Shares without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to
such sale pursuant to Rule 144, if such person is deemed by the Company’s counsel to be in compliance with the rules and
regulations set forth in Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.
Compliance. The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities.
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder or to the Company
shall be delivered in accordance with the notice provisions of the Subscription Agreement.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of the Holder.
Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that
any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
the same (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature were the
Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the
State of Florida without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that
any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be instituted in the courts
of the State of Georgia sitting in Xxxxxx County or in the United States District Court for the Northern District of Georgia.
By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the courts
of the State of Georgia sitting in Xxxxxx County or in the United States District Court for the Northern District of Georgia,
and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them. The
parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense
or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing
therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
[Signatures Page Follows]
IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written above.
||SAFETY QUICK LIGHTING & FANS CORP.|
||Xxxx X. Xxxxx|
||Chief Executive Officer|