SECURITY PURCHASE AGREEMENT
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”).
WHEREAS, the Company
and each of the Purchasers are parties to a Note Subscription Agreement (each, a “Subscription Agreement”) for
the purchase of 12% Secured Convertible Promissory Notes (the “Notes”) from the Company in substantially the
form of Exhibit C of the Offering Documents (including all schedules therein) dated September 2013, as amended and supplemented
from time to time (the “Offering Documents”), in connection with the Company’s offering of up to $4,250,000
in Notes and warrants to purchase shares of the Company’s common stock in the form of Exhibit D of the Offering Documents
(the “Warrants”), pursuant to the terms set forth in the Confidential Term Sheet attached as Exhibit A
to the Offering Documents, as amended and supplemented from time to time (the “Offering”); and
WHEREAS, to induce
each of the Purchasers to enter into the Subscription Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company has agreed to pledge and grant a security interest in the Collateral
(as hereinafter defined) as security for the Secured Obligations (as hereinafter defined). Accordingly, the parties hereto agree
Definitions. Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such
term in the Offering Documents (or its Exhibits). In addition, as used herein:
shall mean a person or entity that is authorized to act for or represent the Note holders.
shall mean the businesses from time to time, now or hereafter, conducted by the Company and its subsidiaries.
Collateral” shall mean all Copyrights, whether now owned or hereafter acquired by the Company or any of its subsidiaries
that are associated with the Business.
shall mean all copyrights, copyright registrations and applications for copyright registrations, including those shown on Schedule
3 of the Offering Documents, and, without limitation, all renewals and extensions thereof, the right to recover for all past,
present and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.
of Default” shall have the meaning ascribed thereto in Section 8 of the Notes.
Assets” means the collective reference to (a) any asset subject to a purchase money security interest (“PMSI
Assets”) in each case to the extent the grant by the Company of a security interest pursuant to this Agreement in the
Company’s right, title and interest in such PMSI Asset (i) is prohibited by legally enforceable provisions of any contract,
agreement, instrument or indenture governing such PMSI Asset, (ii) would give any other party to such contract, agreement, instrument
or indenture a legally enforceable right to terminate its obligations thereunder or accelerate the indebtedness evidenced thereby,
or (iii) is permitted only with the consent of another party, if the requirement to obtain such consent is legally enforceable
and such consent has not been obtained; and (b) the Capital Stock in any Foreign Subsidiary, to the extent (but only to the extent)
required to prevent the Collateral from including more than 65% of all capital stock of any Foreign Subsidiary of the Company.
Collateral” shall mean (i) the assets of the Company which secure the Permitted Indebtedness, and (ii) any accounts
receivable and/or inventory sold or encumbered in connection with any accounts receivable and/or inventory financing, line of
credit or factoring arrangement, on commercially reasonable terms, as permitted under Section 5 of the Notes (a “Permitted
Subsidiary” shall mean any subsidiary of the Company that is organized under the laws of a jurisdiction outside the
Property” shall mean, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together
with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets used or useful in
the Business; (b) all licenses or user or other agreements granted to the Company with respect to any of the foregoing, in each
case whether now or hereafter owned or used including, without limitation, the licenses or other agreements with respect to the
Copyright Collateral, the Patent Collateral or the Trademark Collateral; (c) all customer lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, manuals, materials standards, processing
standards, catalogs, computer and automatic machinery software and programs, and the like pertaining to the operation by the Company
of the Business; (d) all sales data and other information relating to sales now or hereafter collected and/or maintained by the
Company that pertain to the Business; (e) all accounting information which pertains to the Business and all media in which or
on which any of the information or knowledge or data or records which pertain to the Business may be recorded or stored and all
computer programs used for the compilation or printout of such information, knowledge, records or data; (f) all licenses, consents,
permits, variances, certifications and approvals of governmental agencies now or hereafter held by the Company pertaining to the
operation by the Company and its Subsidiaries of the Business; and (g) all causes of action, claims and warranties now or hereafter
owned or acquired by the Company in respect of any of the items listed above.
shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Collateral” shall mean all Patents, whether now owned or hereafter acquired by the Company or any of its subsidiaries
that are associated with the Business.
shall mean all patents and patent applications, including those shown on Schedule 3 of the Offering Documents, and, without
limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations,
renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or
payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof,
the right to xxx for past, present and future infringements thereof, and all rights corresponding thereto throughout the world.
Indebtedness” shall mean the Company’s existing indebtedness, liabilities and obligations as disclosed on Schedule
2.1 of the Offering Documents and any future capitalized leases, purchase money indebtedness, the Notes, or any subsidiary
of the Company that is organized under the laws of a jurisdiction outside the United States.
Liens” shall mean (a) the Company’s existing Liens as disclosed in Schedule 2.1 of the Offering Documents,
(b) the security interests created by this Agreement, (c) Liens of local or state authorities for franchise, real estate or other
like taxes, (d) statutory Liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and other like
Liens imposed by law, created in the ordinary course of business and for amounts not yet due, (e) tax Liens not yet due and payable,
(f) Liens on accounts receivable and/or inventory securing a Permitted AR Line and (g) existing or future Liens which do not materially
affect the value of the Company’s property and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries or the Liens granted hereunder.
Obligations” shall mean, collectively, (a) the principal of and interest on the Notes issued or issuable (as applicable)
by the Company and held by the applicable Purchaser and all other amounts from time to time owing to such Purchasers by the Company
under the Subscription Agreement and the Notes, and (b) all obligations of the Company to such Purchasers thereunder.
Collateral” shall mean all Trademarks, whether now owned or hereafter acquired by the Company or any of its subsidiaries,
that are associated with the Business. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include
any Trademark which would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the
shall mean all trade names, trademarks and service marks, logos, trademark and service xxxx registrations, and applications for
trademark and service xxxx registrations, including those shown on Schedule 3 of the Offering Documents, and, without limitation,
all renewals of trademark and service xxxx registrations, all rights corresponding thereto throughout the world, the right to
recover for all past, present and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or
pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and
symbolized by, each such trade name, trademark and service xxxx.
Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.
Representations and Warranties. The Company represents and warrants to each of the Purchasers that:
except as set forth on Schedule 4 of the Offering Documents, the Company is the sole beneficial owner of the Collateral
and, subject to the existing note payable to Signature Bank in an amount not to exceed $620,000, no Lien exists or will exist
upon any Collateral at any time, except for Permitted Liens and the pledge and security interest in favor of each of the Purchasers
created or provided for herein which pledge and security interest will constitute a second priority perfected pledge and security
interest in and to all of the Collateral (other than (i) Intellectual Property registered or otherwise located outside of the
United States of America, (ii) real estate, and (iii) as otherwise set forth in this Agreement) upon the filing of the applicable
financing statements or delivery of stock certificates required hereunder or other action required by this Agreement necessary
to establish “control” as that term is defined in the Uniform Commercial Code over the Collateral for the benefit
of the Agent.
the Company owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, all
of its Copyrights, Patents and Trademarks, and all registrations of its material Copyrights, Patents and Trademarks are valid
and in full force and effect. Except as may be set forth in Schedule 3.2 of the Offering Documents, the Company owns and
possesses the right to use all material Copyrights, Patents and Trademarks, necessary for the operation of the Business; and
to the Company’s knowledge, (i) except as set forth in Schedule 3.2 of the Offering Documents, there is no
violation by others of any right of the Company with respect to any material Copyrights, Patents or Trademarks, respectively,
and (ii) the Company is not, in connection with the Business, infringing in any material respect upon any Copyrights, Patents
or Trademarks of any other Person; and no proceedings have been instituted or are pending against the Company or, to the Company’s
knowledge, threatened, and no claim against the Company has been received by the Company, alleging any such violation, except
as may be set forth in Schedule 3.2 of the Offering Documents.
Creation of Security Interest. In order to secure the payment of the Secured Obligations, the Company hereby grants
to Payee (or its designee) (the “Secured Party”) a second priority security interest (the “Security
Interest”) in the property of the Company described below (the “Collateral”) on the terms and conditions
set forth in this Note, second only to the existing note payable to Signature Bank in an amount not to exceed $620,000:
all intellectual property of any kind or nature whatsoever, including without limitation patents, patent applications, copyrights,
copyright applications, trademarks and service marks and applications therefore, mask works, net lists and trade secrets; and
all substitutes and replacements for, accessions, attachments, and other additions to, and all proceeds, products, and
increases of, any and all of the foregoing Collateral, in whatever form, whether cash or noncash; interest, premium, and principal
payments, redemption proceeds and subscription rights, and shares or other proceeds of conversions or splits of any securities
in Collateral, and returned or repossessed Collateral; and, to the extent not otherwise included, all (A) payments under insurance,
or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing
Collateral, (B) cash, and (C) security for the payment of any of the Collateral, and all goods which gave or will give rise to
any of the Collateral or are evidenced, identified, or represented therein or thereby.
Sale or Removal of Collateral Prohibited. Except for the sale of inventory in the ordinary course of the Company’s
business, the Company shall not sell, lease, encumber, pledge, mortgage, assign, grant a security interest in, or otherwise transfer
the Collateral without the written consent of Payee, which consent shall not be unreasonably withheld.
Uniform Commercial Code Security Agreement. This Section is intended to be a security agreement pursuant to the Uniform
Commercial Code for any of the items specified above as part of the Collateral which, under applicable law, may be subject to a
security interest pursuant to the Uniform Commercial Code, and the Company hereby grants Payee a security interest in said items.
The Company agrees that Payee may file any appropriate document in the appropriate index or filing office as a financing statement
for any of the items specified above as part of the Collateral and the Company shall reimburse Payee for all fees and expenses
associated with such filing. In addition, the Company agrees to execute and deliver to Payee, upon Payee’s request, any financing
statements, as well as extensions, renewals and amendments thereof, and reproductions of this Agreement in such form as Payee may
reasonably require to perfect a security interest with respect to said items. The Company shall pay all costs of filing such financing
statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any
record searches for financing statements Payee may reasonably require. Without the prior written consent of Payee, the Company
shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the Collateral,
other than the Security Interests of Secured Party, including replacements and additions thereto. Upon the occurrence of an Event
of Default, each Secured Party shall have the remedies of a Payee under the Uniform Commercial Code and, at Secured Party’s
option, may also invoke the other remedies provided in this Note as to such items. In exercising any of said remedies, Secured
Party may proceed against the items of real property and any items of personal property specified above as part of the Collateral
separately or together and in any order whatsoever, without in any way affecting the availability of Secured Party’s remedies
under the Uniform Commercial Code or of the other remedies provided in this Agreement.
Rights of Secured Party. Upon an Event of Default, Secured Party may require the Company to assemble the Collateral
and make it available to Secured Party at the place to be designated by Secured Party which is reasonably convenient to the parties.
Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other
method of disposition. Secured Party may bid at any public sale on all or any portion of the Collateral. Unless the Collateral
is perishable or threatens to decline speedily in value or is of the type customarily sold on a recognized market, Secured Party
shall give the Company reasonable notice of the time and place of any public sale or of the time after which any private sale or
other disposition of the Collateral is to be made, and notice given at least 10 days before the time of the sale or other disposition
shall be conclusively presumed to be reasonable. A public sale in the following fashion shall be conclusively presumed to be reasonable:
Notice shall be given at least 10 days before the date of sale by publication once in a newspaper of general circulation
published in the county in which the sale is to be held;
The sale shall be held in a county in which the Collateral or any part is located or in a county in which the Company has
a place of business;
Payment shall be in cash or by certified check immediately following the close of the sale;
The sale shall be by auction, but it need not be by a professional auctioneer; and
The Collateral may be sold as is and without any preparation for sale.
Sale of Collateral. Notwithstanding any provision of this Agreement, Secured Party shall be under no obligation
to offer to sell the Collateral. In the event Secured Party offer to sell the Collateral, Secured Party will be under no obligation
to consummate a sale of the Collateral if, in their reasonable business judgment, none of the offers received by them reasonably
approximates the fair value of the Collateral. In the event Secured Party elects not to sell the Collateral, Secured Party may
elect to follow the procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Company’s
obligation, subject to the Company’s rights under such procedures.
Appointment of Receiver. In addition to the rights under this Agreement, in the Event of Default by the Company,
Secured Party shall be entitled to the appointment of a receiver for the Collateral as a matter of right whether or not the apparent
value of the Collateral exceeds the outstanding principal amount of the Notes and any receiver appointed may serve without bond.
Employment by Secured Party shall not disqualify a person from serving as receiver.
Additional Rights of Secured Party. The Company shall execute and deliver to Secured Party concurrently with the
Company’s execution and delivery of this Agreement and at any time thereafter at the reasonable request of Secured Party,
all financing statements, continuation financing statements, fixture filings, security agreements, mortgages, pledges, assignments,
endorsements of certificates of title, applications for title, affidavits, reports, notices, schedules of accounts, letters of
authority, and all other documents that Secured Party may reasonably request, in form reasonably satisfactory to Secured Party,
to perfect and maintain perfected Secured Party’s continuing security interests in the Collateral and in order to fully
consummate all of the transactions contemplated under the Offering Documents, the Company hereby authorizes Secured Party to file
and/or record such financing statements and other documents as Secured Party deems reasonably necessary to perfect and maintain
Secured Party’s continuing security interest in the Collateral, including, but not limited to, any and all filings recognized
by the United States Patent and Trademark Office for the purposes of perfecting a security interest in any Collateral that is
considered intellectual property of the Company. The Company agree any such financing statements may contain an “all asset”
or “all property” description of the Collateral.
Termination of Security Interest. The Security Interest shall terminate when all the Secured Obligations have been
fully and indefeasibly paid in full, at which time all Uniform Commercial Code termination statements and similar documents which
the Company shall reasonably request to evidence such termination shall be executed.
Further Assurances; Remedies. In furtherance of the grant of the pledge and Security Interest pursuant to Section
3 hereof, the Company hereby agrees with the Agent and each of the Purchasers as follows:
Delivery and Other Perfection. The Company shall:
deliver and pledge to the Agent, at the Agent’s request, any and all instruments, endorsed and/or accompanied by
such instruments of assignment and transfer in such form and substance as the Agent may request; provided, that so long as no
Event of Default shall have occurred and be continuing, the Company may retain for collection in the ordinary course any instruments
received by it in the ordinary course of business and the Agent shall, promptly upon request of the Company, make appropriate
arrangements for making any other instrument pledged by the Company available to it for purposes of presentation, collection or
renewal (any such arrangement to be effected, to the extent deemed appropriate by the Agent, against trust receipt or like document);
give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers
that may be necessary (in the reasonable judgment of the Agent) to create, preserve, perfect or validate any security interest
granted pursuant hereto or to enable the Agent to exercise and enforce their rights hereunder with respect to such security interest;
keep accurate books and records relating to the Collateral, and, during the continuation of an Event of Default, stamp
or otherwise xxxx such books and records in such manner as the Agent may reasonably require in order to reflect the security interests
granted by this Agreement;
furnish to the Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, no more
frequently than quarterly) statements and schedules further identifying and describing the material Copyright Collateral, the
Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral,
the Patent Collateral and the Trademark Collateral, as the Agent may reasonably request, all in reasonable detail;
permit representatives of the Agent, upon reasonable notice, at any time during normal business hours to inspect and make
abstracts from its books and records pertaining to the Collateral, and permit representatives of the Agent to be present at the
Company’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward
copies of any notices or communications by the Company with respect to the Collateral, all in such manner as the Agent may reasonably
require; provided, however, that so long as an Event of Default is not continuing, such visits shall be made not more than once
per fiscal year at Company’s expense;
upon the occurrence and during the continuance of any Event of Default, upon request of the Agent, promptly notify each
account debtor in respect of any accounts or instruments that such Collateral has been assigned to the Agent hereunder, and that
any payments due or to become due in respect of such Collateral are to be made directly to the Agent; and
immediately notify the Agent of (A) any name change involving the Company or any subsidiary, and (B) any disposition of
a significant portion of the equity or assets of the Company or any subsidiary.
Other Financing Statements and Liens. Except with respect to Permitted Indebtedness, without the prior written consent
of the Agent, the Company shall not file or authorize or permit to be filed, in any jurisdiction, any financing statement or like
instrument with respect to the Collateral in which the Agent is not named as the sole secured party for the benefit of each of
the Purchasers, except for Permitted Liens.
Preservation of Rights. The Agent shall not be required to take steps necessary to preserve any rights against prior
parties to any of the Collateral.
Special Provisions Relating to Certain Collateral; Intellectual Property.
For the purpose of enabling the Agent to exercise rights and remedies hereunder at such time as the Agent shall be lawfully
entitled to exercise such rights and remedies, and for no other purpose, the Company hereby grants to the Agent, to the extent
assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Company)
to use, assign, license or sublicense any of the Intellectual Property (other than the Patent Collateral or goodwill associated
therewith) now owned or hereafter acquired by the Company, wherever the same may be located, including in such license reasonable
access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation
or printout thereof.
Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing
and following notice by the Agent of the termination of Company’s rights with respect thereto, the Company will be permitted
to use, enjoy or protect the Intellectual Property in the ordinary course of the business of the Company. In furtherance of the
foregoing, unless an Event of Default shall have occurred and is continuing, the Agent shall from time to time, upon the request
of the Company, execute and deliver any instruments, certificates or other documents, in the form so requested, which the Company
shall have certified are appropriate (in its judgment) to allow it to take any action permitted above. Further, upon the payment
in full of all of the Secured Obligations or earlier expiration of this Agreement or release of the Collateral, the Agent shall
grant back to the Company the license granted pursuant to Section 4(d)(i) above.
Events of Default, etc.
During the period during which an Event of Default shall have occurred and be continuing:
the Company shall, at the request of the Agent, assemble the Collateral owned by it at such place or places, reasonably
convenient to both the Agent and the Company, designated in its request;
the Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may
extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral with
the consent of the Company, which shall not be unreasonably withheld;
the Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights
and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise
all voting, consensual and other powers of ownership pertaining to the Collateral as if the Agent were the sole and absolute owner
thereof (and the Company agrees to take all such action as may be appropriate to give effect to such right);
the Agent in its discretion may, in its name or in the name of the Company or otherwise, demand, xxx for, collect or receive
any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under
no obligation to do so; and
the Agent may, upon thirty (30) business days, prior written notice to the Company of the time and place, with respect
to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of
the Agent, or any of its respective agents, sell, lease, assign or otherwise dispose of all or any of such Collateral, at such
place or places as the Agent deems best, and for cash or on credit or for future delivery (without thereby assuming any credit
risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time
or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Agent or anyone
else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or,
to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of
whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, any such demand, notice
or right and equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of
any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject
to such disposition shall be included, and the Company shall supply to the Agent or its designee, for inclusion in such sale,
assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.
The proceeds of each collection, sale or other disposition under this Section 4(e), including by virtue of the exercise
of the license granted to the Agent in Section 4(d)(i) hereof, shall be applied in accordance with Section 4(i) hereof.
The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and
applicable state securities laws, the Agent may be compelled, with respect to any sale of all or any part of the Collateral, to
limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. The Company acknowledges that any such private sales to an unrelated third
party in an arm’s length transaction may be at prices and on terms less favorable to the Agent than those obtainable through
a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed
to have been made in a commercially reasonable manner and that the Agent shall have no obligation to engage in public sales and
no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective Issuer thereof to register
it for public sale.
Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section
4(e) hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations,
the Company shall remain liable for any deficiency.
Removals, etc. Without at least thirty (30) days’ prior written notice to the Agent or unless otherwise required
by law, the Company shall not (i) maintain any of its books or records with respect to the Collateral at any office or maintain
its chief executive office or its principal place of business at any place, or permit any inventory or equipment to be located
anywhere other than at the address indicated for the Company in Section 5(g) of the Subscription Agreement or at one of the locations
identified in Schedule 4.1 of the Offering Documents hereto or in transit from one of such locations to another, or (ii)
change its corporate name, or the name under which it does business, from the name shown on the signature page hereto.
Private Sale. The Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof,
at any private sale to an unrelated third party in an arm’s length transaction pursuant to Section 4(e) hereof conducted
in a commercially reasonable manner. The Company hereby waives any claims against the Agent arising by reason of the fact that
the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained
at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Agent accepts the first offer received
and does not offer the Collateral to more than one offeree.
Application of Proceeds. Except as otherwise herein expressly provided, the proceeds of any collection, sale or
other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Agent under
this Section 4, shall be applied by the Agent:
First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable
out-of-pocket costs and expenses of the Agent and the fees and expenses of its agents and counsel, and all expenses, and advances
made or incurred by the Agent in connection therewith;
Next, to the payment in full of the Secured Obligations in each case equally and ratably in accordance with the
respective amounts thereof then due and owing to each of the Purchasers; and
Finally, to the payment to the Company, or its successors or assigns, or as a court of competent jurisdiction may
direct, of any surplus then remaining.
As used in
this Section 4, “proceeds” of Collateral shall mean cash, securities and other property realized in respect
of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment
of debt of the Company or any issuer of or obligor on any of the Collateral.
Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Agent while no Event of
Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, the Agent is hereby
appointed the attorney-in-fact of the Company for the purpose of carrying out the provisions of this Section 4 and taking any
action and executing any instruments which the Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing,
so long as the Purchasers shall be entitled under this Section 4 to make collections in respect of the Collateral, the Agent shall
have the right and power to receive, endorse and collect all checks made payable to the order of the Company representing any
dividend, payment, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Perfection; Name Changes. Concurrently with the execution and delivery of this Agreement or within five (5) business
days following the date hereof, the Company shall file such financing statements and other documents to perfect the security interests
granted by Section 3 of this Agreement (including, without limitation United States Patent and Trademark Office (“USPTO”)
filings to perfect the security interest in the Intellectual Property) that may be perfected by such filing. The Company covenants
that it shall provide the Purchasers and the placement agent with at least ten (10) business days’ prior written notice
before effecting any name change for the Company or any of its subsidiaries. Any breach of this covenant shall be considered an
Event of Default hereunder.
Termination. When all Secured Obligations shall have been paid in full under the Notes, this Agreement shall terminate,
and the Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty
or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Company
and to be released and cancelled all licenses and rights referred to in Section 4(d)(i) hereof. The Agent shall also execute and
deliver to the Company upon such termination such Uniform Commercial Code termination statements, certificates for terminating
the Liens and such other documentation as shall be reasonably requested by the Company to effect the termination and release of
the Liens on the Collateral.
Expenses. The Company agrees to pay to the Agent all reasonable out-of-pocket expenses (including reasonable expenses
for legal services of every kind) of, or incident to, the enforcement of any of the provisions of this Section 4, or performance
by the Agent of any obligations of the Company in respect of the Collateral which the Company has failed or refused to perform
upon reasonable notice, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in
respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Agent
in respect thereof, by litigation or otherwise, including expenses of insurance, and all such expenses shall be Secured Obligations
to the Agent secured under Section 3 hereof.
Further Assurances. The Company agrees that, from time to time upon the written reasonable request of the Agent,
the Company will execute and deliver such further documents and do such other acts and things as the Agent may reasonably request
in order fully to effect the purposes of this Agreement.
Indemnity. The Company hereby covenants and agrees to reimburse, indemnify and hold the Agent harmless from and
against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, consequential damages
and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered without any gross
negligence, bad faith or willful misconduct by the Agent, arising out of or incident to any investigation, proceeding or litigation
arising out of this Agreement or the administration of the Agent’s duties hereunder, or resulting from its actions or inactions
No Waiver. No failure on the part of the Agent or any of its agents to exercise, and no course of dealing with respect
to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise by the Agent or any of its agents of any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies
provided by law.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts to be wholly performed within such state and without regard to conflicts of law provisions.
Any legal action or proceeding arising out of or relating to this Agreement may be instituted in the courts of the State of New
York sitting in New York County or in the United States of America for the Southern District of New York, and the parties hereto
irrevocably submit to the jurisdiction of each such court in any action or proceeding. Purchaser hereby irrevocably waives and
agrees not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding arising out of or
based on this Agreement and brought in any such court, any claim that Purchaser is not subject personally to the jurisdiction of
the above named courts, that Purchaser’s property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
Notices. All notices, requests, consents and demands hereunder shall be in writing and facsimile (facsimile confirmation
required) or delivered to the intended recipient at its address or telex number specified pursuant to Section 5(g) of the Subscription
Agreement and shall be deemed to have been given at the times specified in said Section 5(g).
Waivers, etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly
executed by the Company and the Agent. Any such amendment or waiver shall be binding upon each of the Purchasers and the Company.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors
and assigns of the Company and each of the Purchasers (provided, however, that the Company shall not assign or transfer its rights
hereunder without the prior written consent of the Agent).
Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute
one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Execution
and delivery of this Agreement by facsimile transmission (including delivery of documents in Adobe PDF format) shall constitute
execution and delivery of this Agreement for all purposes, with the same force and effect as execution and delivery of an original
manually signed copy hereof.
Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Purchasers in order to carry out the intentions of the parties hereto as nearly as may be possible and
(ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability
of such provision in any other jurisdiction.
UCC and USPTO Filings. The Purchasers each hereby acknowledge that neither the placement agent nor its legal counsel
shall have any responsibility whatsoever for the filing of any financing statements (or USPTO security filings) or for taking
any other actions to perfect, monitor, or otherwise protect, the Lenders’ security interest in the Collateral, Copyright
Collateral, Trademark Collateral or Patent Collateral.
Adequacy of Consideration. Safety Quick Lighting & Fans Corp. as owner of the Intellectual Property hereby agrees
and acknowledges that the proceeds from the sale of the Notes to Purchasers in the Offering constitute good and adequate consideration
for the obligations of Safety Quick Lighting & Fans Corp. hereunder.
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
COMPANY: SAFETY QUICK LIGHTING
& FANS CORP.
SAFETY QUICK LIGHTING& FANS CORP.
||Xxxxx X. Hills
||President and CEO
[Signature Page to Security Purchase Agreement]