S-1

As filed with the U.S. Securities and Exchange Commission on December 22, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

under the Securities Act of 1933

SQL TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Florida	3640	46-3645414
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

11030 Jones Bridge Road, Suite 206

Johns Creek, Georgia 30022

(770) 754-4711

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Campi, Chief Executive Officer

11030 Jones Bridge Road, Suite 206

Johns Creek, Georgia 30022

(770) 754-4711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jurgita Ashley, Esq. Robin D. Powell, Esq. Thompson Hine LLP 3900 Key Center, 127 Public Square Cleveland, Ohio 44114 (216) 566-5500 Richard A. Friedman, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112 (212) 653-8700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Smaller Reporting Company ☒
Accelerated Filer ☐	Emerging Growth Company ☐
Non-Accelerated Filer ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee(3)
Common Stock, no par value per share	$	23,000,000	$	2,132.10

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional securities that the underwriters have an option to purchase to cover over-allotments, if any.

(3) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 22, 2021

                                                  Shares of Common Stock

SQL TECHNOLOGIES CORP.

(d/b/a Sky Technologies)

We are offering                    shares of our common stock. This is our initial public offering. Prior to the offering, there has been no established public market for our common stock. We expect the initial public offering price to be between $                   and $                   per share.

We have applied to list our common stock on The Nasdaq Stock Market LLC under the symbol “                  ” upon our satisfaction of the exchange’s initial listing criteria. If our common stock is not approved for listing on The Nasdaq Stock Market LLC, we will not consummate this offering. No assurance can be given that our application will be approved.

For the purposes of this prospectus, we have assumed an initial public offering price of $                   per share. The actual public offering price per share will be determined between us and the underwriters at the time of pricing. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 20 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions (1)(2)	$	$
Proceeds to us, before expenses	$	$

(1) Excludes warrants to be issued to the underwriters upon the closing of this offering, which entitle them to purchase up to a total of 7.5% of the total number of shares of common stock sold in this offering (excluding the shares sold through the exercise of the over-allotment option) at an exercise price equal to 110% of the offering price of the common stock offered hereby. See “Underwriting” beginning on page 109 of this prospectus for additional information regarding the compensation payable to the underwriters.

(2) See “Underwriting” for a description of all compensation payable to the underwriters.

We have granted the underwriters an option to purchase up to                   additional shares of common stock from us at the public offering price less underwriting discounts and commissions to cover over-allotments, if any. The underwriters can exercise this option within 45 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are offering the shares for sale on a firm commitment basis. The underwriters expect to deliver the shares of common stock to purchasers on or about                  , 2022.

The Benchmark Company

The date of this prospectus is                  , 2022

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL DATA	18
RISK FACTORS	20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	45
USE OF PROCEEDS	47
DIVIDEND POLICY	48
CAPITALIZATION	49
DILUTION	50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	52
BUSINESS	62
MANAGEMENT	74
EXECUTIVE COMPENSATION	80
DIRECTOR COMPENSATION	92
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	93
PRINCIPAL STOCKHOLDERS	98
DESCRIPTION OF CAPITAL STOCK	99
SHARES ELIGIBLE FOR FUTURE SALE	103
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	105
UNDERWRITING	109
LEGAL MATTERS	114
EXPERTS	114
WHERE YOU CAN FIND MORE INFORMATION	114
INDEX TO FINANCIAL STATEMENTS	F-1

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with any other information other than in this prospectus, and we take no responsibility for, and the underwriters have not taken responsibility for, any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

We obtained the statistical data, market data and other industry data and forecasts described in this prospectus from publicly available information, including industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer to their reports appearing or incorporated by reference in this prospectus. We did not commission any third party for collecting or providing data used in this prospectus.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider prior to investing in the securities offered hereby. After you read this summary, you should read and consider carefully the more detailed information and financial statements and related notes that we include in this prospectus, especially the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If you invest in our securities, you are assuming a high degree of risk.

Unless we have indicated otherwise or the context otherwise requires, references in this prospectus to the “Company,” “we,” “us” and “our” or similar terms are to SQL Technologies Corp. (d/b/a Sky Technologies) and, where appropriate, our subsidiaries.

Our Mission

As electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the standard.

Overview

Sky Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with over 60 U.S. and global patents and patent pending applications. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the U.S. and globally.

Our first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in, into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years we have expanded the capabilities of our power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy (“BLE”) and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more.

We believe that due to safety, convenience, cost, and time that all hard-wired electrical products, such as light fixtures, ceiling fans and other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them through their smart phones at any time.

Our second-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed to enhance all-around safety and lifestyle of homes and other buildings.

We believe that our patented advanced, safe and smart home platform technologies will make homes and buildings safer and smart as a standard, in a fraction of the time and cost, as compared to other market products.

We believe that our smart home products will enable builders to deliver smart homes as a standard, in the same way they deliver electricity and appliances as a standard.

As our advanced, safe and smart products can be easily implemented and installed in both existing and new homes and buildings in just minutes, it will save a major part of the cost and time associated with installation of smart home products. As many people spend the majority of time at their homes, we believe that they should have an affordable, easily installed, standard solution to make their homes safe, secured and smart. Similarly to how smartphones serve people as an all-in-one personal smart platform, we believe that our all-in-one Smart Sky Platform will enable every room in homes and other buildings to include a smart platform as a standard.

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The all-in-one safe-smart-advanced platform technology is an open system that can integrate with both existing and new smart home features, devices, and systems. The advanced platform is designed and built in a way that it can accommodate additional smart home features, enabling the platform to serve as a gateway for safe and smart technologies into rooms/homes, buildings, and that it can act like a “Panama-Canal” that can accommodate other type of software systems, wireless systems, electronic chips and more.

Since 2015, we have generated over $29 million in sales from our standard products. We have decided to wind down the sales of our standard products by discontinuing production of light fixtures and ceiling fans that include the older version of our standard Sky Plug & Receptacle in favor of launching our new line of products, including our smart products and our advanced universal Sky Plug & Receptacle. We elected to do so since we believe that the market has great demand for smart advanced products, and that we will be able to generate significant sales from our new line of advanced and smart products from direct sales as well as from licensing.

Safety

We believe that safety is a necessity and the top priority in all aspects of life. Therefore, our technologies and products emphasize human safety, home, building and property safety and security, while combining safety features with high demand smart home features. We believe our products should contribute to the elimination of many cases of hazardous incidents, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries and deaths, as management believes that our products will result in easier installment processes and enhance the use of life saving products such as smoke detectors, carbon monoxide detectors, and emergency lights, among other products. The Smart Platforms incorporate “plug and play” technology, which eliminates the need to touch wires during the later plug-in install, replacement and maintenance, and cleaning and, accordingly, could result in reduced incidents of electrical shocks and fires resulting from faulty wiring. The installation of our Smart Platforms and retrofitting of electrical services does not require the services of a licensed electrician, but does not preclude the services of a licensed electrician. As more individuals engage in do-it-yourself (DIY) lighting projects, using our Smart Platforms rather than traditional lighting products could reduce incidents of incorrect wiring, shocks, injury and even death. In addition, we believe installing our Smart Platforms will allow installers to spend less time on a ladder during initial installation. Installers often wire light fixtures and fans while also holding such fixture or fan; with the Smart Platforms, the initial receptacle installation will be completed on the ladder and, afterwards, the fixture can simply be plugged into place, resulting in a faster and, we believe, much safer process, as installers can focus on wiring without also holding potentially heavy or breakable fixtures. Further, the Smart Platforms will incorporate a hard-wired smoke detector with battery back-up and a carbon monoxide monitor, which we believe could reduce injuries and deaths from fire and carbon monoxide poisoning.

Products

Our products are designed to improve all around home and building safety and lifestyle.

Our First Product: The Weight Bearing Power-Plug

Our first patented technology was the Power-Plug, a weight bearing power plug that acts as a safe and quick installation device, designed for “plug and play” installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical products, into ceiling electrical outlet boxes.

Our patented technology consists of a fixable socket and a revolving plug (the Power-Plug) for conducting electric power and supporting an electrical appliance attached to a wall or ceiling. The socket is comprised of a non-conductive body that houses conductive rings connectable to an electric power supply through terminals in its side exterior. The Power-Plug, which is comprised of a non-conductive body that houses corresponding conductive rings, attaches to the socket via a male post and can feed electric power to an appliance. The Power-Plug also includes a second structural element allowing it to revolve with a releasable latch that, when engaged, provides a retention force between the socket and the Power-Plug to prevent disengagement. The socket and Power-Plug can be detached by releasing the latch, disengaging the electric power from the Power-Plug. The socket is designed to replace the support bar incorporated in electric junction boxes, and the Power-Plug can be installed in light fixtures, ceiling fans, wall sconce fixtures and other electrical devices and products. Once installed, the socket can remain affixed to the junction box, enabling any electronic fixture installed with the Power-Plug to be connected and/or removed in seconds. The combined socket and Power-Plug technology are referred to throughout this prospectus as the “Sky Plug & Receptacle”.

Advanced Products

Sky – Universal Power-Plug & Receptacle: Our universal “plug and play” Sky Plug & Receptacle technology is comprised of two devices. The first device is a male Power-Plug Retrofit Kit, which can be easily embedded in the base of light fixtures and ceiling fans. The second device is a Ceiling Receptacle, which can be connected to a ceiling outlet box. After a one-time installation of the Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the Power-Plug Retrofit Kit can be plugged into the Ceiling Receptacle within seconds. The Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our new universal power plug in the first half of 2022.

Smart Products

SkyHome App: Our proprietary SkyHome Application works with both iPhones and Android phones. The SkyHome App controls products through WIFI and BLE, and is designed to control its products through additional communication methods as needed. The SkyHome App controls various products, features and specifications that include, scheduling, controlling, voice control, safety features, security features, lifestyle features, sound, lights, dimming, emergency back-up battery and much more. We expect to launch our SkyHome App in the first half of 2022.

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Sky Smart - Universal Power-Plug & Receptacle: Our Sky Smart Plug & Receptacle system contains two devices. The male Power-Plug Device which includes a smart electronic board. The male Smart Power-Plug comes as a Retrofit Kit, that can be simply embedded to the base of light fixtures and ceiling fans, enabling them to become both Plug and Play and Smart. The second device is a Ceiling Receptacle that can be simply connected on to a ceiling outlet box. After a one-time simple installation of the Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the male Smart Plug Retrofit Kit can be plugged into the Ceiling Outlet Receptacle within seconds. Our Smart Power-Plug is controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures and ceiling fans should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

Sky - Smart Plug and Play Ceiling Fans: Our line of high-end smart plug and play ceiling fans can be installed to our matching ceiling receptacle within seconds. Our smart ceiling fans incorporate advanced technologies, have unique modern designs, and are controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as ceiling fans should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Plug and Play Ceiling Fan should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

Sky - Smart Plug and Play Lighting: Our line of high-end Smart Plug and Play light fixtures can be installed to our matching ceiling receptacle within seconds. Our smart light fixtures incorporate advanced technologies, have unique modern designs, and are controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Plug and Play Lighting should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

Sky – All-In-One Smart Platform: As most people spend a majority of time in their homes, we believe that they should have an easy solution to make their homes safe, secured, and smart in a simple way and as the standard. We believe that our patented advanced-safe-smart home platform technologies will make homes and buildings safe, have numerous technology features, and smart as a standard, instantly, in a fraction of time and cost, compared to other market products. Our all-in-one Advanced-Safe-Smart Platform is designed to enhance the all-around safety and lifestyle of homes and buildings and can be easily implemented and installed to the ceiling receptacle in both existing and new homes and buildings within minutes. Our smart platform includes distinctive advanced smart and safety technologies, have unique modern designs and are controlled by our proprietary Sky-Home App or through voice control. It is an open system that can integrate with other smart home devices and systems.

As smart phones serve people as an all-in-one personal smart platform, we believe that our all-in-one smart platform technology enables every room in homes and buildings to have a smart platform as a standard. Our smart platform is connected through WIFI and BLE, includes numerous of smart and safety features, including a smart smoke detector, a smart CO detector, time scheduling, temperature sensor, humidity sensor, WIFI extender, energy saving-eco mode, high quality speakers, back-up battery that can power back-up internet and an emergency light, as well as dimming, night light, light color changing and more. The platform’s electrical power and transformer combined with the size of our platform which represents vast electronic “Real-Estate” in terms of today’s technology driven by microchips, enables the platform to accommodate a significant amount of software as well as electronic microchips, while the unique ceiling location of the platform significantly enhances the performance of all platform’s features, including WIFI and BLE.

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The Smart Platform is inconspicuous to the décor. It is designed to install over existing ceiling electrical outlet boxes while allowing any pre-existing fixture to reconnect to the same box utilizing our Retrofit Kits. This innovation gives us access to the best location for the gathering and distribution of electronic signals, virtually unlimited power for our low-voltage safety and smart features, and a vast amount of electronic real estate.

This open-system Smart Platform seamlessly integrates unrelated safe and smart products into a single, spatially designed unit whose functionality is controlled by an all-in-one app, the SkyHome App. The Smart Platform eliminates the need for installation of numerous stand-alone devices and their integration into a working unit.

The Smart Platform’s location on the ceiling significantly advances smart home products’ performance, including the speed and range of both Wi-Fi and Bluetooth, as well as the performance of sensors and alarms.

The adoption of the Smart Platform should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths, etc.

Installation takes only minutes and fixtures previously hung from that location can still be plugged into the Smart Platform.

We expect to launch our all-in-one Smart Platform in the third quarter of 2022.

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Sustainability

We aim to provide safe and sustainable solutions to consumers, who increasingly consider sustainability and energy efficiency when purchasing products. We believe that creating sustainable products and streamlining our operations drives efficiency, innovation and, ultimately, long-term value-creation. In designing and improving our products, we consider and apply sustainability strategies, as appropriate. For example, our products’ features include an energy savings eco mode, which can help users reduce their energy consumption, and we generally use LED lighting in our ceiling fans and light fixtures, which is more energy-efficient than traditional lighting products.

Cyber Security

We have implemented measures and protocols in order to ensure that our users’ information is safe and fully protected. We use high level of cyber security measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are all protected to prevent from any type unauthorized, or illegal access or interference to our software, technologies, servers, products, platforms, and devices.

Our products, platforms and devices communicate over MQTT and are encrypted over Transport Layer Security, with each individual product, platform and device having its own set of certificates, keys, and universally unique identifiers, which ensures that each device can only communicate with its own topic. This ensures that even in extreme cases of illegally gaining control over a specific device, it will not affect any other devices.

Each login to the platform generates the user a temporary token that grants access to the services for a limited amount of time, this ensures that there is no permanent access token that can be used by hackers for unauthorized access. Each token has permissions to access only the user’s resources.

Our solutions are designed in a way that the user will need to conduct a restricted set of permissions, thus minimizing the risk of unwanted users gaining control over other locations.

Sky Plug & Receptacle – NEC Code

The NEC (National Electrical Code) is the U.S. electrical safety building code, and is the benchmark for safe electrical design, installation, and inspection to protect people and property from electrical hazards. It has been adopted in some form in all 50 states in the United States and is intended to improve safety in U.S. homes and buildings.

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Based on the safety aspects of the Sky Plug & Receptacle, it was voted into the NEC and is represented by 10 different segments in the NEC Code Book. The Company has provided data relating to safety aspects of its receptacle as to electrocutions, fires and ladder falls to NEC.

One of the key votes and segments relating to our technologies in the NEC Code Book was the change of the definition of “receptacle” in the Code Book, which we believe is one of the most significant additions to the NEC Code in the past 120 years. The NEC leads the United States and globally with respect to electrical safety standards; as such, we believe the reputable standards of the NEC can assist with the adoption of our technology in additional countries.

Pursuant to these new NEC provisions, the Sky Plug & Receptacle enables builders to expedite and obtain a Certificate of Occupancy without the need to install a light fixture to the ceiling.

Intellectual Property

Developing and maintaining a strong intellectual property position is one of the most important elements of our business. We rely on a combination of patents, copyright, trademarks and trade secret laws, as well as confidential procedures and contractual provisions, to protect our proprietary technology and our brands. We enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties. We have sought, and will continue to seek, patent protection for our technology and for improvements to our technology, as well as for any of our other technologies where we believe such protection will be advantageous.

We protect the Sky Technologies intellectual property through various aspects and strategies including broad and particular intellectual property claims. We have over 60 U.S. and global patents and patent applications, including 15 issued patents, including in China, India, major parts of Europe as well in other countries around the world. These patents and patent applications protect different aspects of our technologies. We sought intellectual property protection of the Sky Technology in China due to our current manufacturing operations and prospective sales in China’s market, and we sought protection in India in anticipation of future growth into India’s developing market, both with respect to the sales of the Sky Technology and our potential operations. As of December 21, 2021, in the U.S., we own seven issued patents, which expire from December 2036 to July 2038, and six pending or published but not yet issued patents. Outside of the U.S., we own eight issued patents, which expire from May 2026 to March 2039, and 46 pending or published but not yet issued patents. We intend to diligently maintain and vigorously defend the intellectual property of Sky Technologies, and to actively and continuously enhance our patent protections in the U.S. and globally.

The issued patents are directed to various aspects our platform technologies, including our smart and standard plug and play products, as well as our safety and smart platform technologies. As further innovations are developed, we intend to seek additional patent protection to enhance and maintain our competitive advantage. Additionally, we have submitted 10 trademark applications, seven of which have been issued and three of which are pending.

GE - General Electric Agreements

We have two U.S. and global agreements with General Electric (“GE”) related to our products.

● The first agreement is a U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expires November 30, 2023 and is generally renewed for five-year periods. Pursuant to such agreement, the Company may use the GE brand logo on certain products, including Sky’s SQL standard and Smart devices as well as standard and smart ceiling fans. We have U.S. and global rights to market plug and play standard and smart products and smart ceiling fans under the GE brand. GE will assist us with manufacturing standards, audit of factories, audit of materials, and quality control under “Six Sigma” guidelines, as well as with public relations for products and more.

● The second agreement is a U.S. and Global Licensing and Master Service Agreement dated June 14, 2019, which expires June 14, 2024, and includes automatic renewal provisions. Pursuant to such agreement, GE’s Licensing team will license Sky’s Standard and Smart products in the U.S. and worldwide. GE’s licensing team will seek and for arrange licensees partners in the U.S. and globally, including negotiate agreement terms, manage contracts, collect payments, audit partners, assist with patent strategy and protection, assist in auditing product quality control under the “Six Sigma” guidelines.

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Leadership and Talent

Our management members include leading executive from various industries and have joined us as they believe in our vision, technology, and strategy. Many of our key personnel are employed pursuant to an employment agreement or a consulting agreement, pursuant to which many of them, including board members have invested in the Company and agreed to be compensated primarily in stock and stock options.

As of December 21, 2021, we had 31 total employees and consultants, 26 of which are full time. We also employ independent contractors to support our operations. We have never had a work stoppage, and none of our employees are represented by a labor union. We have not experienced any work stoppages and consider our relations with our employees to be good. We expect to continue to expand our staff and team of engineers to develop the Sky smart technologies.

Key Management Members

● Rani R. Kohen, Executive Chairman. Rani R. Kohen has founded the Company and invented our technologies. Mr. Kohen is a businessman, entrepreneur, and inventor. He brings strategic acumen with over 30 years of experience in business, as well as in advanced smart home technologies, product design, lighting, and other related businesses. Since founding the Company, he has succeeded in attracting and engaging accomplished board members, talented management and leading executives from various industries. He has led every major milestone achieved by the Company to date, including securing substantial financing to support the Company’s growth. The board of directors believes that with Mr. Kohen’s leadership and qualifications, the continuity that he brings with his advanced business strategies, he will continue to move us forward towards achieving our goals.

● Steven M. Schmidt, President. Steven M. Schmidt is the former Chief Executive Officer of ACNielsen Corporation and former President, International of Office Depot International, Inc.

● John P. Campi, Chief Executive Officer (and Chief Financial Officer through December 31, 2021) . John P. Campi is the former Chief Procurement Officer and Executive Vice President of Chrysler, Senior Vice President of Procurement and Vendor Management for The Home Depot, Inc. and Chief Procurement Officer and Vice President of DuPont Global Sourcing and Logistics.

● Marc-Andre Boisseau, Chief Financial Officer as of January 1, 2022. Marc-Andre Boisseau has served in finance roles for several public and private companies, including as Corporate Controller and Principal Accounting Officer of Citrix Systems, Inc. Mr. Boisseau will serve as the Company’s full-time Chief Financial Officer beginning January 1, 2022.

● Patricia Barron, Chief Operations Officer and Code Team Senior Member. Patricia Barron was previously President and owner of LTG Services, Inc., an electrical safety consulting company. LTG managed technical review of lighting and ceiling fan projects for Underwriters Laboratories (“UL”) and managed UL safety testing for world fans.

● Mark Earley, President of the Code Team. Mark Earley joined the Company, as President of the Code Team. Mr. Earley is a world leading electrical engineer and former head of the NEC (National Electrical Code) and Chief Electrical Engineer. After leading the NEC for 35 years, he retired in 2019 and joined Sky to lead its U.S. and Global code team. Mr. Earley is still a leading member of the IEC (International Electrical Commission), the Canadian Electrical Code, the UL Electrical Council and the U.S. National Committee.

● Chuck Mello, SVP of the Code Team. Chuck Mello joined the Company in 2019 as SVP of the Code Team. Mr. Mello is the former International President of the IAEI (International Association of Electrical Inspectors), where he is still an instructor and author. He was formerly with UL as a Global Field Evaluation Program Manager.

● Amy Cronin, Executive Director Codes & Standards. Ms. Cronin is a former NFPA (NEC) Executive Leader, managing the Department of Codes and Standards, and she was responsible for more than 300 code decisions including the NEC (National Electrical Codes).

● Mark Wells, President of Lighting. Mark Wells, former General Manager of Consumer Lighting for GE, joined the Company in August 2016 and currently serves as our President of Lighting.

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● John Poole, Vice President of Sales. John Poole joined the Company in 2017 as Vice President of Sales. He formerly served in a variety of sales management roles at GE, including as General Manager of Business Development for European Retail and General Manager for GE Lighting’s Target and Home Depot accounts.

● Steve Briggs, Senior Advisor and President of Product Development. Steve Briggs joined the Company is 2017 as Senior Advisor and President of Product Development. He previously served in a variety of roles for GE Lighting, including as General Manager of Global Product Lighting.

● Eliran Ben-Zikri, Chief Technology Officer and GM of Sky’s Israeli Office. Eliran Ben-Zikri joined the Company in 2019 as Chief Technology Officer and GM of Sky’s Israeli Office. He served in one of the most elite computer units of the Israeli Defense Force and has over 10 years of experience in the technology and cloud technology industry, previously holding senior positions in leading Israeli tech companies, including eToro and SimilarWeb. He has a vast experience in the Internet of Things, data collection, data processing, analytics, security, cloud, and production.

● Michael Perrillo, Vice President Global Sales. Michael Perrillo is the former Chief Executive Officer of Design Solutions International. He joined the Company as a full-time consultant to enhance and expand our sales objectives, particularly toward construction/home builders, hotels and other sales channels that we are targeting.

● Jonathan Globerson, Vice President Design & Marketing. In 2016, Jonathan Globerson, Vice President Design & Marketing, joined the Company. He served in the most elite counter terrorism unit in the Israeli Defense Force (Sayeret Matkal) as head of the technology department, is an international award-winning product developer, former lead product designer of augmented reality and virtual reality for the 5G team for Verizon and founder of GloberDesign, a global product design and engineering firm.

● David Usha, General Manager China. David Usha has over 25 years of experience managing production operations in China, Poland, West Africa, Russia and Taipei, including as General Manager of Omegaplast Polska, a Polish plastic devices company, and General Manager of L’Oréal (Tel Aviv).

● Julio Plutt, CPA, Controller. Julio Plutt, CPA, a consultant and business strategist with OneTHinc, serves as our Controller and is a former auditor with KPMG.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our current and future employees. We encourage and support the growth and development of our employees. Continual learning and career development is advanced through ongoing performance and development conversations with employees, and reimbursement is available to employees for seminars, conferences, formal education and other training events employees attend in connection with their job duties.

Our core values of accountability, openness and integrity underscore everything we do and drive our day-to-day interactions. The safety, health and wellness of our employees is a top priority. The COVID-19 pandemic has presented a unique challenge with regard to maintaining employee safety while continuing successful operations. Through teamwork and the adaptability of our management and staff, we were able to transition, over a short period of time, a majority of our corporate office employees to effectively working from remote locations on a full-time basis, with others working both remotely and in the office on a hybrid basis, and also to ensure a safely-distanced working environment for employees who remain in our facilities.

Business Strategy

Our business strategy is to enhance all around safety and advance smart living lifestyle in homes and other buildings.

Following our product launch, we plan to educate retail and commercial consumers about our products through a coordinated public relation campaign that will cover the safety aspects of our products and all the related hazardous incidents and property damage that our products can prevent, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, deaths and more.

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We will also educate on all our advanced smart technology features.

Lead and Seed Strategy: We expect to lead by selling our highly disruptive line of products through a variety of channels as well as seed our products through licensing to various industries.

● Lead Through Direct Sales : We expect to sell our products through various representatives to online customers, builders, rental properties, hotels, big box retail, OEM customers and more. We expect to sell our products to personal consumers primarily through direct sales via our website, to large retailers, distributors and dealers, and through warehouse programs. We plan to rely primarily on product distribution arrangements with third parties and expect that our multi-channel sales strategy will evolve and expand in the future. We expect our primary customers to be retail consumers, retail showrooms, builders residential/commercial, hotels, OEM and licensing.

● Seed Through Licensing : After our public relation campaign and our official product launch, we expect to license a variety of our standard and smart products to companies in various industries, including electrical companies, lighting and ceiling fan companies, as well as smart home companies.

We intend to expand our sales and marketing operations and activities and intend to build strong customer relationships and expand our brand awareness. We can provide no assurance that we will be able to successfully expand our operations or activities, gain market awareness or acceptance of our products, or achieve our expectations described above.

Product Usage

Our products and technologies can be used in new and existing homes and buildings, including by builders, rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, and retail. We provide a one-year full performance warranty on all of our products, as well as part replacements. We intend to provide extended warranty coverage plans in the future.

Our Opportunity

Based on the significance of the safety aspects and lifestyle features of our products, we believe that our products are a necessity in most rooms, homes, and other buildings, both in the U.S. and globally, and that they can help prevent most of related hazardous incidents in homes and buildings, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths. Therefore, we believe our product is a necessity in rooms, homes and other buildings.

We believe that our series of highly disruptive advanced-safe-smart platform technologies are a necessity as they are expected to disrupt and positively influence various industries, both in the U.S. and globally.

●	Lighting Industry: We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect of our product, our product provides a competitive advantage within the light fixture, ceiling fan and smart home industries.
	We believe that all light fixtures should become plug and play, smart and controlled by an app as a standard, and that light fixtures should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires. Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
●	Ceiling Fan Industry: We believe that due to the ease of installation, time savings, cost savings on installations and the safety aspect of our product, our product is a necessity for the ceiling fan industry.
	We believe that all ceiling fans should become plug and play, smart and controlled by an app as a standard, and that ceiling fans should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires. Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
●	Smart Home Industry: We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect of our product, our product is a necessity for the smart home industry.
	We believe that homes and buildings should become safe and smart as a standard. Our Advanced All-In-One Safe-Smart Platform enables rooms, homes, and buildings to become safe and smart instantly.
	Our Advanced Smart Platform significantly enhances smart home products’ performance, including the speed and range of both Wi-Fi and Bluetooth, as well as the performance of sensors and alarms. We believe that widespread adoption of the Smart Platform should contribute to the elimination of most related hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths. Therefore, we believe our product is a necessity in rooms, homes, and buildings.
	Our Advanced All-In-One Safe-Smart Platform can be used in existing homes and buildings, by builders, rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, retail and other.

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We intend to launch our new universal power plug, our SkyHome App, and our smart universal plug in the first half of 2022 and our all-in-one Smart Platform in the third quarter of 2022. Bringing our products to market will require us to take certain steps, including, but not limited to, the following:

● Manufacturing: While we have manufactured and sold our prior products, and intend to continue to use the third-party manufacturers with which we have an ongoing relationship, we have not yet begun manufacturing our new products. We expect it may take approximately 90 days to complete manufacturing of our new universal power plug and/or our smart universal plug after we place an order. However, it may take longer than expected due to, among other things, difficulties finding suppliers, shipping delays resulting in late deliveries of necessary supplies and materials, and chip shortages.

● Marketing and Public Relations: We will need to gain brand awareness and attract customers. In connection with our product launch, we plan to educate retail and commercial consumers about our products through a coordinated public relation campaign that will cover the safety aspects of our products and all the related hazardous incidents and property damage that our products can contribute to preventing, as well as our advanced smart technology features. We currently rely, and plan to rely primarily, on product distribution arrangements with third parties. We expect to enter into additional sales, distribution and/or licensing agreements in the future, and we may not be able to enter into these agreements on terms that are favorable to us, if at all. We may also need to hire additional sales personnel.

● Government Approval: While we have received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book, we may need or desire to obtain additional UL, cUL or CE certifications for new product configurations, which may increase the time and costs to complete our product launches. In addition, we may be unable to obtain new certifications within a reasonable time, or at all.

Expected Revenue Stream

We believe our products will enable us to access a global market with multiple revenue streams, including:

● Global market with numerous potential product applications

● Product sales

● Royalties/Licensing

● Subscription model

● Monitoring services

● Sale of product and licensing rights to additional countries

Royalties from the Sky Plug & Receptacle. Management has agreed to license products in the U.S. and globally through the efforts of its GE licensing and trademark agreements. We anticipate we will also license our smart technologies products currently in development.

Selling/Licensing Country Rights. Management is considering selling and licensing marketing rights to certain countries in exchange for payment and on-going royalties.

Product Sales. We currently generate revenue from our product sales, and management will strive to achieve strong market penetration worldwide for our current products and products in development. We have previously sold our standard products in the United States, Canada and Mexico, and expect to begin selling our new smart products in these markets in 2022. We intend to expand our sales footprint in certain countries in Latin America, Europe and Asia. We may be unable to gain market acceptance in such markets and cannot provide any assurance that we will be successful in our efforts to expand our market reach.

Subscription & Monitoring Services. Our future plans include offering subscription services as part of our Smart Sky Platform, including, among other services, communications, fire alarms, home intrusion alerts, emergency response services and monitoring services. Our smart platform will include, among other features, a smart smoke detector, a smart carbon monoxide detector, and a WIFI extender. We intend to expand our operations to enable us to provide services relating to these functions, including high-speed internet services, monitoring systems designed to sense movement, smoke, fire, carbon monoxide, temperature, and other environmental conditions and hazards, monitor home access and visitors and address personal emergencies such as injuries and other medical emergencies. We intend to market such services to homeowners and other types of facilities, including rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, and retail. Our ability to provide such services will depend on a variety of factors, including, but not limited to, subscriber interest and financial resources, any applicable licensing and regulatory compliance, our ability to manage our anticipated expansion and to hire, train and retain personnel, and general economic conditions. We may partner with other businesses to provide such services. We expect to begin providing such services in 2023, but cannot provide any assurance that we will be able to do so.

Our History

We began as Safety Quick Light LLC in 2004 and started developing the Sky Plug & Receptacle technology in 2007 for installation of light fixtures and ceiling fans during manufacturing and as a Retrofit Kit for installing the Sky Technology in existing light fixtures and ceiling fans. Historically, we have sold over hundreds of thousands of units of the Sky Plug & Receptacle technology through original equipment manufacturing and through other channels to lighting manufacturers and retailers who installed the Sky Plug & Receptacle technology into their lighting fixtures for sale at retail stores. We also sold, directly to retailers, approximately hundreds of thousands of Sky Plugs & Receptacles embedded with ceiling fans.

Since our inception, we have sold hundreds of thousands of units of our standard Sky Plug & Receptacle. Since 2015 we generated over $29 million in sales. We have wound down our standard product sales by discontinuing production of light fixtures and ceiling fans that include the older version of our standard Sky Plug & Receptacle, in favor of licensing our product and developing our Smart Power-Plug and Smart Sky Platform technologies.

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We hold over 60 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.

Third-Party Manufacturing and Suppliers

Our business model entails the use of third-party manufacturers to produce the Sky Technology product. The manufacturers currently used by us are located in China and, with respect to products that bear the GE logo, as required by the Licensing Agreement with GE, such manufacturers must be approved by GE to ensure certain quality standards are met. To further ensure that quality specifications are maintained, we maintain an office in the Guangdong province in China that is staffed with GE trained auditors who regularly inspect the products that are being produced by third-party manufacturers.

Raw materials used in our products include copper, aluminum, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic and wood. We also purchase integrated circuit chip sets or other electronic components from third-party suppliers or rely on third-party independent contractors, some of which are customized or custom made for us. While we have experienced shortages in obtaining necessary materials, including zinc, copper and steel, as well as integrated circuit chips to be used in our products, we have been able to make other arrangements and find additional suppliers as necessary. With respect to circuit chips, we believe we have obtained a sufficient number to manufacture our products by the anticipated launch date. Going forward, we believe we can obtain more chips and other materials as needed within a reasonable time period and may be able to replace difficult to acquire components with different products or modify our design if necessary

Our principal suppliers are Mei Pin Metal & Electrical Co., Ltd (Guangdong, China), Siterwell Electronics Co., Ltd (Zhejiang, China), Zhongshan Paragon Source Lighting Co., Ltd. (Noble) (Zhongshan, Guangdong, China), Artisan Industrial Co., Ltd. (Jiangmen, Guangdong, China) and Youngo Limited (Aircool) (Huizhou City, Guangdong, China).

Competition

We believe our technologies are highly disruptive and with an edge compared to other market technologies. Our competitors vary based on our products, market, and industry.

● Our main competitors for our Universal Power Plug and Play, Sky Plug & Receptacle product are: To the best of our knowledge we do not have direct competition at this point to Universal Power Plug and Play, Sky Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

● Our main competitors for our Smart Universal Power Plug and Play Sky Plug & Receptacle product are: To the best of our knowledge we do not have direct competition at this point to Smart Universal Power Plug and Play Sky Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

● Our main competitors for our Smart Plug and Play Light Fixture products are: To the best of our knowledge we do not have direct competition at this point to our Smart Plug and Play Light Fixtures, although there are lighting manufacturers that have smart lights that are controlled through smart wall switches/app or other, including companies such as Casainc, Global Electric, Designers, Minca, Fountain, Enbrgiten, Nbg, Minka, Hampton Bay and other. To the best of our knowledge there are no other light fixtures that have an all-in-one combination of light fixtures that have both plug and play and smart.

● Our main competitors for our Smart Plug and Play Ceiling Fan Products: To the best of our knowledge we do not have direct competition at this point to our Smart Plug and Play Ceiling Fan products, although there are ceiling fan manufacturers that have smart fans that are controlled through smart wall switches/app or other, including companies such as Hunter, Minka, Home Decorators, Fanomation, Modern Homes, Hampton Bay and others.

● Our main competitors for our Plug and Play All-In-One Safe-Smart Platform product: To the best of our knowledge we do not have direct competition at this point to our Plug and Play All-In-One Safe-Smart Platform product, although there are many smart home companies than can be our competitors, including companies such as, Control 4, Vivent, Apple, Google, Microsoft, Amazon, Adt, Blue, Cove and many others and many other smart home companies that have a variety of smart home products. As to the best of our knowledge there are no other Plug and Play All-In-One Safe-Smart Platform products.

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Risks Associated with our Business

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. Below is a summary of material factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below in the section entitled “Risk Factors” and should be carefully considered, together with other information included in this prospectus.

● We have a history of operating losses, will likely incur losses in the future and may be unable to generate sufficient revenue to support our operations.

● If we are unable to successfully launch our smart products and technologies, integrate them with third-party products and technologies, further develop them to include new features and to respond to customer demands, or otherwise are unable to realize our product strategy or compete in our industry, our business, results of operations and financial condition would be adversely affected.

● Our success depends on our ability to develop, expand and manage our operations and effectively and timely develop and implement our strategic business initiatives, which may include engaging in strategic transactions, including acquisitions, which involves substantial risks.

● We may need to raise additional financing to support our operations, and any inability to do so may adversely affect or terminate our operations. We also face risks related to our current debt financing.

● Our business has been, and could continue to be, negatively impacted by the COVID-19 pandemic.

● We depend on a limited number of third-party manufacturers and suppliers.

● The loss of any significant customers, or the loss of our License Agreement with GE, could materially adversely affect us.

● We face substantial risks relating to our intellectual property, including any inability to protect our intellectual property, potential litigation and the expiration or loss of patent protection and licenses.

● We could face significant liabilities or may be subject to legal claims that could adversely affect our business and financial condition.

● We have limited product distribution experience and expect to rely on third parties, who may not successfully sell our products.

● We will incur increased costs as a result of operating as a public company.

● Our future success depends on our ability to retain key executives and qualified personnel.

● Any failure to maintain effective internal control over financial reporting or disclosure controls and procedures could negatively impact us.

● Unstable market and economic conditions, as well as natural disasters, geopolitical events and other highly disruptive events, such as the COVID-19 pandemic, could materially adversely affect us.

● Unauthorized breaches or failures in cybersecurity measures adopted by us or third parties on which we rely and/or are included in our products and technologies, or any disruption to our cloud-based infrastructure, could have a material adverse effect on our business.

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● There is currently no established public trading market for our common stock, and we cannot provide any assurance that an active, liquid market for our common stock will develop or be sustained.

● If our stock price fluctuates after the offering, you could lose a significant part of your investment.

● If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares. In addition, the conversion of outstanding convertible notes and warrants into shares of common stock could materially dilute our stockholders.

● Our executive officers, directors, principal stockholders and their affiliates will continue to exercise significant influence after this offering.

● We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively.

● We are a smaller reporting company, and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

● Anti-takeover provisions in our charter documents and under Florida law could discourage, delay or prevent a change in control of us and may affect the trading price of our common stock.

Corporate Information

We were originally organized in May 2004 as a Florida limited liability company under the name of Safety Quick Light, LLC. We converted to a Florida corporation on November 6, 2012 and, effective August 12, 2016, we changed our name from “Safety Quick Lighting & Fans Corp.” to “SQL Technologies Corp.” We currently do business as “Sky Technologies.” Our principal executive offices are located at 11030 Jones Bridge Road, Suite 206, Johns Creek, Georgia 30022, and our telephone number is (770) 754-4711. Our website can be found at www.skyplug.com. The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Recent Developments

In late December 2021, the Company received gross proceeds of approximately $8.3 million from the sale of 692,667 shares of common stock at $12.00 per share to several investors, in a private placement.

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The Offering

The summary below describes the principal terms of this offering. The “Description of Capital Stock” section of this prospectus contains a more detailed description of our common stock.

Common stock offered by us	shares of our common stock (or         shares if the underwriters exercise their option in full)
Initial public offering price	$               per share
Underwriters’ over-allotment option	We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional            shares of our common stock from us at the initial public offering price less underwriting discounts and commissions to cover over-allotments, if any.
Common stock to be outstanding immediately after this offering	shares (or                  shares if the underwriters’ option to purchase additional shares of our common stock from us is exercised in full)(1)
Use of proceeds	We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $         million (or approximately $         million if the underwriters’ option to purchase additional shares of our common stock from us is exercised in full), based on the assumed initial public offering price of $          per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
	We intend to use the net proceeds of this offering for general corporate purposes. See “Use of Proceeds.”
Dividend policy	We have never declared or paid any cash dividends on our common stock. Holders of our Series A Preferred Stock (as defined below) receive interest payments quarterly, at a rate of 6% per year, and rank senior with respect to interest on junior securities, dividends, distributions or liquidation preference. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Accordingly, we do not expect to pay cash dividends on our common stock in the foreseeable future.
Risk factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Proposed listing	We have applied to list our common stock for trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “             .” We cannot assure you that our application will be approved.
Proposed trading symbol	“         ”

(1) In this prospectus, except as otherwise indicated, the number of shares of our common stock that will be outstanding immediately after this offering and the other information based thereon is based on               shares of our common stock outstanding as of September 30, 2021 (after giving effect to the Preferred Stock Conversion (as defined below) and the Subsequent Issuances (as defined below)), and:

● assumes an initial public offering price of $         per share of common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus;

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● assumes the conversion of our Series A Convertible Preferred Stock, no par value (“Series A Preferred Stock”), into                       shares of common stock in connection with the closing of this offering (the “Preferred Stock Conversion”);

● includes the issuance of                         shares of common stock after September 30, 2021 (the “Subsequent Issuances”);

● assumes no exercise by the underwriters of their option to purchase up to an additional               shares of our common stock from us in this offering to cover over-allotments, if any;

● gives effect to the filing and effectiveness of the certificate of amendment to the articles of incorporation (as amended, the “articles of incorporation”) in Florida, which will be filed prior to effectiveness of the registration statement of which this prospectus forms a part, and the effectiveness of our amended and restated bylaws (the “bylaws”), which will become effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part;

● assumes no exercise of the outstanding options or warrants, or conversion of the outstanding convertible notes, as described below;

● assumes no exercise of the underwriters’ warrant to be issued in connection with this offering; and

● excludes:

○	1,834,039 shares of common stock issuable upon the exercise of warrants to purchase common stock that were exercisable and outstanding as of September 30, 2021 at a weighted average exercise price of $4.34 per share (without giving effect to any of the anti-dilution adjustment provisions thereof);
○	shares of common stock issuable upon the exercise of exercisable and outstanding warrants to purchase common stock issued after September 30, 2021 at an exercise price of $12.00 per share;
○	86,668 shares of common stock issuable upon the conversion of $1,300,000 of convertible notes outstanding as of September 30, 2021 that convert at $15.00 per share (which does not include shares that would be issuable if holders elect to receive interest payments on the notes in shares of common stock);
○	shares of common stock to be issued to stockholders who purchased common stock in private placement transactions during 2021, based on an assumed initial public offering price of $                  per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, as a result of anti-dilution provisions (the “Anti-Dilution Shares”);
○	shares of common stock issuable to Newbridge Securities Corporation in connection with the consummation of this offering, based on an assumed initial public offering price of $               per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, pursuant to an investment banking engagement agreement, entered into in May 2021, as payment of a $500,000 corporate advisory fee, payable in restricted common stock upon listing of our common stock on a national securities exchange (the “Newbridge Advisory Shares”) (see “Certain Relationships and Related Party Transactions – Newbridge Securities Corporation” for additional information);
○	10,437,182 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2021 under our 2015 Stock Incentive Plan (the “2015 Plan”) and the 2018 Stock Incentive Plan, as amended and restated (the “2018 Plan”), at a weighted average exercise price of $3.65 per share;
○	shares of common stock issuable upon the exercise of outstanding stock options granted after September 30, 2021, with an exercise price of $12.00 per share, pursuant to our 2018 Plan;
○	4,372,818 shares of common stock reserved for future issuance as of September 30, 2021 (including the additional shares reserved for issuance pursuant to the November 2021 amendment and restatement) under the 2018 Plan, which will cease to be available for issuance at the time that our 2021 Stock Incentive Plan (the “2021 Plan” and, collectively with the 2015 Plan and the 2018 Plan, the “Incentive Plans”) becomes effective;
○	20,000,000 shares of common stock that will become available for future issuance under the 2021 Plan, which will become effective immediately prior to, and subject to, the effectiveness of the registration statement of which this prospectus forms a part; and
○	3,315,000 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2021 issued outside of the Incentive Plans, at a weighted average exercise price of $4.06 per share.

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SUMMARY FINANCIAL DATA

You should read the following summary financial data together with our financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus. We have derived the statement of operations data for the years ended December 31, 2020 and 2019 from our audited financial statements appearing elsewhere in this prospectus. We have derived the condensed statement of operations data for the nine months ended September 30, 2021 and 2020 and the condensed balance sheet data as of September 30, 2021 from our unaudited condensed interim financial statements appearing elsewhere in this prospectus. The unaudited interim condensed financial statements have been prepared on the same basis as our audited financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information included in those unaudited interim condensed financial statements. Our historical results are not necessarily indicative of the results that may be expected the future, and our results for any interim period are not necessarily indicative of results that may be expected for any full year.

							(unaudited)
	Year Ended December 31,						Nine Months Ended September 30,
Consolidated Statements of Operations Data	2020			2019			2021			2020
Revenue	$	258,376		$	3,809,752		$	106,577		$	249,175
Cost of Sales		(503,033	)		(3,549,030	)		(130,599	)		(490,538	)
Gross Profit (Loss)		(244,657	)		260,722			(24,022	)		(241,363	)
Selling, general and administrative expenses		8,635,011			16,483,480			3,153,897			4,726,224
Depreciation and amortization		106,309			107,241			63,325			69,772
Total operating expenses		8,741,320			16,590,721			3,217,222			4,795,996
Loss from Operations		(8,985,977	)		(16,329,999	)		(3,241,244	)		(5,037,359	)
Other Income / (Expense)
Interest expense		(515,515	)		(490,626	)		(425,323	)		(370,524	)
Other income, SBA Loan forgiveness		257,468			—			10,000			—
Gain (loss) on exchange		408			726			7,886			(542	)
Gain on debt forgiveness (license)		—			49,706			—			—
Interest income		1,511			17,494			36			1,433
Total other income (expense), net		(256,128	)		(422,700	)		(407,401	)		(369,633	)
Net income (loss) including noncontrolling interest		(9,242,105	)		(16,752,699	)		(3,648,645	)		(5,406,992	)
Less net loss attributable to noncontrolling interest		—			—			—			—
Preferred dividends		130,206			130,206			97,655			97,655
Net income (loss) attributed to common shareholders	$	(9,372,311	)	$	(16,882,905	)	$	(3,746,300	)	$	(5,504,647	)
Net Income (Loss) per share - basic and diluted	$	(0.14	)	$	(0.29	)	$	(0.05	)	$	(0.08	)
Weighted average number of common shares outstanding during the year – basic and diluted		62,880,875			57,964,073			64,810,157			62,808,921

	(unaudited) As of September 30, 2021
Consolidated Balance Sheet Data	Actual			Pro Forma(2)	Pro Forma As Adjusted(3)(4)
Cash	$	2,234,653		$	$
Working capital(1)		(89,506	)
Total assets		3,747,858
Total liabilities		12,769,396
Total redeemable convertible preferred stock		3,314,233
Accumulated deficit		(72,156,328	)
Total (deficit) equity		(12,335,771	)

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(1) We define working capital as current assets less current liabilities. See our financial statements appearing elsewhere in this prospectus for further details regarding our current assets and current liabilities.

(2) Pro forma balance sheet data give effect to (i) the Preferred Stock Conversion into an aggregate of                         shares of common stock prior to the completion of this offering and (ii) the Subsequent Issuances.

(3) The pro forma as adjusted balance sheet data give further effect to (i) the issuance and sale of                shares of common stock in this offering at an assumed initial public offering price of $                     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, (ii) the issuance of the Newbridge Advisory Shares, and (iii) the issuance of the Anti-Dilution Shares.

(4) The pro forma as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $                       per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, working capital, total assets and total deficit by $                      , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, working capital, total assets and total stockholders’ deficit by $                      , assuming no change in the assumed initial public offering price of $                       per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

Investment in our common stock involves a high degree of risk and uncertainty. You should carefully consider each of the risks and uncertainties described below before you decide to buy our common stock. You should also refer to the other information in this prospectus, including our financial statements and related notes. If any of the following risks and uncertainties materializes, our business, financial condition, liquidity and results of operations could be materially and adversely affected. This could cause the trading price of our common stock to decline, and you could lose all or part of your investment. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Risks Related to Our Business

We have incurred net losses since inception, and we cannot assure you that we will ever generate sustainable revenue; in addition, our business has evolved, which makes it difficult to predict our future operating results.

We have incurred net losses since inception; in addition, in recent years, we shifted our business strategy to transition to smart products and technologies; accordingly, our revenue has decreased since 2018 as we sell through our existing inventory of discontinued products to facilitate our business transition. As a result of these recent changes to our business strategy, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model our future growth. It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. Rather than relying on historical information, financial or otherwise, to evaluate us, you should evaluate us in light of your assessment of the growth potential of our business and the expenses, delays, uncertainties and complications typically encountered by businesses in the early stage of their product development and launch, many of which will be beyond our control. We are subject to the substantial risk of failure facing businesses seeking to develop and commercialize new products and technologies, as well as the following risks, among others:

● unanticipated problems, delays and expenses relating to the development and implementation of our business plans, such as potential manufacturing delays resulting from, among other things, difficulties finding suppliers, shipping delays resulting in late deliveries of necessary supplies and materials, and chip shortages, or delays resulting from a need or desire to obtain additional UL, cUL or CE certifications for new product configurations;

● operational difficulties;

● lack of sufficient capital;

● competition from more advanced enterprises, including our need to gain brand awareness and attract customers, areas where our competitors may have an advantage; and

● uncertain revenue generation.

In addition, the duration and extent of the impact of the COVID-19 pandemic on our business and industry are uncertain and introduce additional uncertainty to our forecasts of future operating results. If our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our industry, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We have a history of operating losses and will likely incur losses in the future as we continue our efforts to transition our product lines, achieve our strategic initiatives, grow our business and streamline our operations at a profitable level.

We have incurred substantial losses in the past and reported net losses from operations of approximately $3.3 million for the nine months ended September 30, 2021, and approximately $9.0 million and $16.3 million for the years ended December 31, 2020 and 2019, respectively. As of September 30, 2021, we had an accumulated deficit of approximately $72.2 million and cash and cash equivalents of approximately $2.2 million, compared to an accumulated deficit of approximately $68.4 million and cash and cash equivalents of approximately $2.3 million as of December 31, 2020.

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We cannot assure you that we can achieve or sustain profitability in the future. In order for us to operate our business profitably, we need to successfully launch and market our new products and technologies, grow our sales, maintain cost control discipline while balancing development of our enhanced “all-in-one” smart platform and potential long-term revenue growth, continue our efforts to reduce product cost, drive operating efficiencies and develop and execute our key strategic initiatives. Our planned expense levels are, and will continue to be, based in part on our expectations, which are difficult to forecast accurately based on our stage of development and factors outside of our control. Developing and marketing our products and technologies is costly, and we anticipate our costs will increase in the future as we continue to invest in our research and development efforts and make additional expenditures to develop and market our products and technologies, including new features, integrations, capabilities and enhancements. Our expenditures may not result in improved business results or profitability over the long term, and our expenses may be greater than we anticipate, including due to, among other things, an increase in legal risk from the use of our products and technologies due to evolving laws, regulations or standards, an inability to timely and cost-effectively introduce successful smart products and other products and technologies, a security incident or our failure, for any reason, to continue to capitalize on growth opportunities. In addition, we may be unable to adjust spending in a timely manner to compensate for any unexpected developments. There is a risk that our strategy to operate profitably may not be as successful as we envision or occur as quickly as we expect. We may not achieve our business objectives, and the failure to achieve such goals would have an adverse impact on us. To the extent that our revenues do not increase commensurately with our costs, our business, operating results and financial condition will be materially and adversely affected.

We anticipate that we will require additional financing in the near-term, and if our operations do not achieve, or we experience an unanticipated delay in achieving, our intended level and pace of profitability, we will continue to need additional funding, which may not be available on favorable terms, or at all, and could require us to sell certain assets or discontinue or curtail our operations.

We expect to derive substantially all of our revenue from a portfolio of related products and technologies; if we cannot successfully launch our products or further develop them to include additional features, or our products and technologies fail to satisfy customer demands or achieve widespread market acceptance, our business, operating results, financial condition, and growth prospects would be adversely affected.

We expect to derive substantially all of our revenue from smart products incorporating our “plug and play” technologies. Our ability to launch our smart products and obtain market acceptance of, and grow market demand for, our products and technologies is critical to our success. We may not be able to launch or manufacture our products and technologies in a timely manner, within budget or in a manner that gains market acceptance. The failure to successfully produce an all-in-one smart platform would result in the loss of a substantial amount of investment dollars. In addition, we are developing an enhanced smart platform, which will take management’s time and attention away from other opportunities. A failure to successfully develop this enhanced platform could result in a material adverse impact on our business.

In addition, we have no experience in manufacturing our smart products. We may be unable to develop efficient, cost-efficient manufacturing capability and processes or obtain reliable sources of component supplies that will enable us to meet our quality, price, design and production standards, as well as the production volumes, required to successfully mass market our products and technologies. These are complex processes that may be subject to delays, cost overruns and other unforeseen issues. Any failure to develop such manufacturing capabilities and processes within our projected costs and timelines could stunt our growth and impair our ability to produce, market, service and sell our products and technologies successfully.

Even if we are able to bring our smart products and technologies to market on our projected timeline and on budget, there can be no assurance that consumers will embrace our smart products and technologies in significant numbers. Until the time that the smart products are commercially available for purchase and we are able to scale up our marketing function to support sales, there will be uncertainty as to customer demand for our smart products and technologies. There is significant uncertainty regarding demand for our smart products and technologies and the sales that we will be able to achieve. Further, demand for our products and technologies will be affected by a number of factors, many of which are beyond our control, such as our ability to obtain market acceptance; the development and acceptance of new features, integrations and capabilities for our products and technologies; the timing of development and release of competing new products and technologies; consumer preferences; the perception of ease of use, reliability and security of our products and technologies; price or product changes by us or our competitors; technological changes and developments within the markets we serve; developments in data privacy regulations; growth, contraction and rapid evolution of our market; and general economic conditions and trends.

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If we are unable to successfully release our smart products and technologies, enhance their capabilities, meet demands of our customers or trends in preferences or achieve widespread market acceptance of our products and technologies, our business, results of operations and financial condition could be harmed. Changes in preferences of users may have a disproportionately greater impact on us than if we offered a wider variety of products. In addition, competitors may develop or acquire their own products or technologies, and people may continue to rely on traditional products and technologies or existing smart home products, which would reduce or eliminate the demand for our products. If demand declines for any of these or other reasons, our business could be adversely affected.

We invest significantly in research and development, and to the extent our research and development investments are not directed efficiently or do not result in material enhancements to our products and technologies, our business and results of operations would be harmed.

A key element of our strategy is to invest significantly in our research and development efforts to enhance the features, functionality, performance and ease of use of our products and technologies to address additional applications that will broaden the appeal of our products and technologies and facilitate their broad use. Our ability to conduct research and development activities as planned may also be negatively impacted by our remote work environment adopted as a result of the COVID-19 pandemic. Moreover, research and development projects can be technically challenging and expensive. As a result of the nature of research and development cycles, there will be delays between the time we incur expenses associated with research and development activities and the time we are able to offer compelling enhancements to our products and technologies and generate revenue, if any, from those activities.

Our research and development efforts remain subject to all of the risks associated with the development of new products and technologies based on emerging and innovative technologies, including, for example, unexpected technical problems or the possible insufficiency of funds for completing development. If we expend a significant amount of resources on research and development efforts that do not lead to the successful introduction of new products, functionality or improvements that are competitive in our current or future markets, our business and results of operations will suffer. If technical problems or delays arise, further improvements in our products and technologies and the introduction of future products or technologies could be adversely impacted, we could incur significant additional expenses, and the business may fail.

If we are unable to introduce new features or services successfully, make enhancements to our products and technologies or fail to integrate our products and technologies with a variety of third-party technologies, our business and results of operations could be adversely affected.

Our ability to attract customers and increase revenue depends in part on our ability to enhance and improve our products and technologies and to introduce new features and services. To grow our business and remain competitive, we must continue to enhance our products and technologies with features that reflect the constantly evolving nature of technology and our customers’ evolving needs. The success of new products, technologies, enhancements and developments depends on several factors, including, but not limited to: our anticipation of market changes and demands for product features, adequate quality testing, integration of our products and technologies with existing technologies and applications and updates to integrate new technologies and applications, sufficient customer demand, cost effectiveness in our product development efforts and the proliferation of new technologies that are able to deliver competitive products, technologies and services at lower prices, more efficiently, more conveniently or more securely.

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In addition, because we intend for our smart products to operate with a variety of systems, applications, data and devices, we will need to continuously modify and further upgrade our products and technologies to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. Furthermore, the addition of features and solutions to our products and technologies will increase our research and development expenses. Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we cannot address such uncertainties and successfully develop new features, enhance our products and technologies or otherwise overcome technological challenges and competing technologies, our business and results of operations could be adversely affected.

We have experienced, and may in the future experience, delays in the planned release dates of our products and technologies and enhancements to our products and technologies. Delays could result in adverse publicity, loss of sales or delay in market acceptance of our products and technologies, any of which could cause us to lose existing customers or impair our ability to attract new customers. In addition, the introduction of new products and services by competitors or the development of entirely new technologies to replace existing offerings could make our products and technologies obsolete or adversely affect our ability to compete. Any delay or failure in the introduction of enhancements, functionality or infrastructure developments could harm our business, results of operations and financial condition.

Some of our products and technologies are intended to be integrated with a variety of third-party technologies and applications, and we will need to continuously modify and improve such products and technologies to adapt to changes in such integrated technologies and applications. Third-party services and products are constantly evolving, and we may not be able to modify our products and technologies to be compatible with that of other third parties. In addition, some of our competitors may be able to disrupt the operations or compatibility of our products and technologies with their products or services. Should any of our competitors modify their products, technologies or standards in a manner that degrades the functionality of our products and technologies or gives preferential treatment to competitive products, technologies or services, whether to enhance their competitive position or for any other reason, the interoperability of our products and technologies with these products and/or technologies could decrease, and our business, results of operations and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party products, technologies and applications in the future, our business, results of operations and financial condition would be harmed. Further, any undetected errors or defects in third-party technologies or applications, or cybersecurity threats or attacks related to such technologies or applications, could impair the functionality of our products and technologies, result in increased costs and injure our reputation. Any failure of our products and technologies to operate effectively with existing or future technologies, or any failure of a third-party cloud infrastructure partner to support one or more of the features of our products and technologies, could cause customer dissatisfaction and reduce the demand for our products and technologies, resulting in harm to our business. In addition, because some of products and technologies will be cloud-based, we need to continually enhance and improve our products and technologies to keep pace with changes in internet-related hardware, software, communications and database technologies and standards. Any failure of our products and technologies to operate effectively with future hardware or software technologies, or to comply with new industry standards, could reduce the demand for our products and technologies and harm our business, results of operations, and financial condition.

Our smart products and technologies will depend in part on access to third-party platforms or technologies, and if any such access is withdrawn, denied, or is not available on terms acceptable, or if the platforms or technologies change without notice, our business and operating results could be adversely affected.

With the growth of mobile devices and personal voice assistants, cloud services and artificial intelligence, the number of supporting platforms has grown, and with it the complexity and increased need for us to have business and contractual relationships with the platform owners in order to produce products and technologies compatible with these platforms and enable access to and use of these platforms with our products and technologies. Our products strategy includes the sale of smart products and technologies controlled by a mobile application and designed for use with third-party platforms or software, such as iPhone, Android phones, Google Assistant and Amazon Alexa. The SkyHome mobile application is compatible with, and has been granted full access by, each of the foregoing platforms. Our ability to market such products and technologies will rely on our access to the platforms of third parties, some of which may be our competitors. Platform owners that are competitors may limit or decline access to their platforms, and in any case have a competitive advantage in designing products and technologies for their own platforms and may produce products and technologies that work better, or are perceived to work better, than our products and technologies in connection with those platforms. As we expand the number of platforms and software applications with which our products and technologies are compatible, we may not be successful in fully integrating the capabilities of those platforms or software applications and/or we may not be successful in establishing strong relationships with the new platform or software owners, which could negatively impact our ability to develop and produce our products and technologies. We may otherwise fail to navigate various new relationships, which could adversely affect our relationships with existing platform or software owners.

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Any access to third-party platforms may also require paying a royalty or licensing fee, which would lower our product margins, or may otherwise be on terms that are not acceptable to us. In addition, the third-party platforms or technologies used to interact with our products and technologies can be delayed in production or can change without prior notice to us, which could result in our having bugs or defects in our products and technologies.

If we are unable to access third-party platforms or technologies, or if our access is withdrawn, denied or is not available on terms acceptable to us, or if the platforms or technologies are delayed or change without notice to us, our business and operating results could be adversely affected.

If we fail to maintain and improve our methods and technologies, or anticipate new methods or technologies, for data collection, organization and cleansing, competing products and services could surpass ours in depth, breadth or accuracy of our insights or in other respects.

Current or future competitors may seek to develop new methods and technologies for more efficiently gathering, cataloging or updating business information, which could allow a competitor to create a product comparable or superior to ours, or that takes substantial market share from us or that creates or maintains databases to produce insights at a lower cost than we experience. We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data analysis tools and other technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data. Our future success will depend, in part, upon our ability to:

● internally develop and implement new and competitive technologies;

● use leading third-party technologies effectively; and

● respond to advances in data collection and cataloging and creating insights.

If we fail to respond to changes in data technology and analysis to create insights, competitors may be able to develop solutions that will take market share from us, and the demand for our solutions, the delivery of our solutions or our market reputation could be adversely affected.

If our smart products and technologies are not compatible with some or all leading third-party internet of things (“IoT”) products and protocols, we could be materially adversely affected.

A core part of our product strategy is the creation of products and technologies with interoperability with third-party IoT products and protocols. Our products and technologies are intended to seamlessly integrate with third-party IoT products and protocols. If these third parties were to alter their products, we could be adversely impacted if we fail to timely create compatible versions of our products and technologies, and such incompatibility could negatively impact the adoption of our products and technologies. A lack of interoperability could also result in significant redesign costs, and harm relations with our customers. Further, the mere announcement of an incompatibility problem relating to our products and technologies could materially adversely affect our business, results of operations and financial condition.

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In addition, to the extent our competitors supply products and technologies that compete with our own, it is possible these competitors could design their technologies to be closed or proprietary systems that are incompatible with our products and technologies or work less effectively with our products and technologies than their own. As a result, end-users may have an incentive to purchase products that are compatible with the products and technologies of our competitors over our products and technologies.

The success of our business, and our ability to achieve our desired revenue and profitability goals, depends on our ability to develop, expand and successfully manage our operations and effectively and timely develop and implement our strategic business initiatives.

Our success depends on our ability to design products and technologies popular with customers and consumers, effectively market our products and technologies, effectively manufacture our products and successfully manage our operations, as well as our ability to develop and execute our strategic business initiatives. Our ability to successfully accomplish these objectives will depend upon a number of factors, including the following:

● signing with strategic distribution partners with established retail and wholesale relationships;

● the continued development of our business;

● the hiring, training and retention of competent personnel;

● the ability to generate customer demand;

● the ability to enhance our operational, financial and management systems;

● the availability of adequate financing;

● competitive factors; and

● general economic and business conditions.

In addition, our ability to achieve our desired revenue and profitability goals depends on how effectively and timely we execute on our key strategic initiatives, including development of an enhanced smart platform, and develop and implement new strategic business initiatives. Our current key strategic initiatives include the following:

● successfully launching our smart products and technologies;

● executing and marketing our products and technologies to both industry and retail customers, such as real estate developers and individuals who desire safer lighting fixtures and smart home capabilities;

● continuing our product innovation;

● leveraging our products and technologies to support IoT applications, including integrations with third-party applications; and

● improving our distribution sales channels.

We also may identify and pursue strategic acquisition candidates that would help support these initiatives.

Developing and implementing various strategic business initiatives requires us to incur additional expenses and capital expenditures and also requires management to divert a portion of its time from day-to-day operations. These expenses and diversions could have a significant impact on our operations and profitability and could lead to weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. There can be no assurance that we will be able to successfully implement these or future initiatives or, even if implemented, that they will result in the anticipated benefits to our business. Moreover, if we are unable to implement an initiative in a timely manner, or if any initiatives are ineffective or are executed improperly, our business and operating results would be adversely affected.

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As we evolve our business strategy to focus on our smart products and technologies, our results of operations, financial condition and cash flows may be materially adversely affected.

Our future growth and profitability are tied in part to our ability to successfully bring to market new and innovative smart products and technologies. We have evolved our business strategy to focus on producing smart products and technologies using our “plug and play” technologies. This expansion of our products and technologies also includes pursuing projects to develop recurring revenue streams, such as subscription services. We have invested, and plan to continue to invest, significant time, resources and capital into expanding our products and technologies with no expectation that they will provide material revenue in the near term and without any assurance they will succeed or be profitable. In fact, these efforts have reduced our profitability, and will likely continue to do so, at least in the near term. We may also be unable to launch or manufacture our products and technologies or develop recurring revenue streams, such as anticipated subscription services, in a timely manner, which would further negatively impact our ability to become profitable. Moreover, as we continue to explore, develop and refine our smart products and technologies, we expect that market preferences will continue to evolve, and, accordingly, our products and technologies may not generate sufficient interest by end-user customers, and we may be unable to compete effectively with existing or new competitors, generate significant revenues or achieve or maintain acceptable levels of profitability.

Additionally, our experience providing smart technology is limited. If we do not successfully execute our strategy or anticipate the needs of our customers, our credibility as a provider of smart home solutions could be questioned, and our prospects for future revenue growth and profitability may never materialize.

If we fail to successfully launch our smart products and technologies or manage and maintain our evolving business strategy, our future revenue growth and profitability would likely be limited and our results of operations, financial condition and cash flows would likely be materially adversely affected.

We may need to raise additional financing to support our operations, but we cannot provide any assurance that we will be able to obtain additional financing on terms favorable to us, or at all. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

We have limited financial resources, and we expect that our evolving strategy and expansion of business activities will require additional working capital, as we likely will not generate sufficient cash flows from our operations to sustain our operations or to allow us to effectively develop our smart products and technologies or pursue our strategic initiatives. We are currently generating revenue partially from sales of our discontinued inventory. We expect that the release of our new smart products and technologies will require working capital to finish product development and manufacturing, and support market release and provide technical customer support upon its commercial release.

In the future, we will likely need to seek additional equity or debt financing to provide for our working capital needs. There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion or at all. Obtaining additional financing contains risks, including:

● additional equity financing may not be available to us on satisfactory terms, and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to our common stock;

● loans or other debt instruments may have terms and/or conditions, such as interest rates, restrictive covenants and control or revocation provisions, that are not acceptable to management or our board of directors;

● debt financing increases expenses, and we must repay the debt regardless of our operating results; and

● our ability to obtain additional capital may be adversely impacted by factors beyond our control, such as the market demand for our securities, the state of financial markets generally and other relevant factors, including potential worsening global economic conditions resulting from the ongoing COVID-19 pandemic and any disruptions to, or volatility in, the credit and financial markets in the United States and worldwide that arise from the pandemic.

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As of September 30, 2021 and December 31, 2020, we had approximately $2.2 million and $2.3 million in cash and cash equivalents, respectively. As we develop our revenue base, we have raised additional funds through the sale of our common stock and warrants and issuance of debt. We believe that our sources of liquidity and capital will be sufficient to finance our continued operations for at least the next 12 months. For additional information regarding our financing arrangements, see the “Liquidity and Capital Resources” heading in the “Management’s Discussion and Analysis” section of this prospectus. In addition, a significant stockholder of the Company has provided a letter of financial support to the Company.

If we fail to obtain required additional financing to sustain our business before we are able to produce levels of revenue to meet our financial needs, we may be unable to continue to develop our business activities to achieve our objectives or may need to delay, scale back or eliminate our business plan and further reduce our operating costs, each of which would have a material adverse effect on our business, future prospects and financial condition. A lack of additional financing could also result in our inability to continue as a going concern and force us to sell certain assets or discontinue or curtail our operations and, as a result, our investors could lose their entire investment.

We face risks associated with financing our operations related to our debt financing.

We are subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest and the risk that we will not be able to renew, repay or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt. In addition, to the extent that we are unable to pay our obligations under our secured promissory note with Nielsen & Bainbridge, LLC (“NBG”) or the U.S. Small Business Administration (the “SBA”), or any other outstanding secured debt, the creditor could proceed against any or all of the collateral securing our indebtedness to it.

We also have received loan proceeds under the Paycheck Protection Program (the “PPP”). A portion of the PPP1 Loan (as defined below) was forgiven. While we have requested forgiveness of the PPP2 Loan (as defined below), we have not yet received a reply to our request. We can provide no assurances that we will be able to obtain forgiveness of all or any portion of the PPP2 loan. In addition, the U.S. Small Business Administration may audit our loan forgiveness applications and further examine our eligibility for forgiveness, including the facts and circumstances existing at the time the loans were made. We can provide no assurances that any loan forgiven will not require repayment following an audit by the SBA.

The success of our business depends on the market acceptance of products with our proprietary technology and our ability to respond to rapidly changing technology and customer demands.

Our future success depends on the market acceptance of our proprietary safe and smart products and technologies. If we are unable to convince current and potential customers of the advantages of our products and technologies, or we are unable to adapt to technological advances, anticipate customer demands and develop new capabilities for our products and technologies, then our ability to market and sell our products and technologies will be limited. If the market for our products and technologies does not develop, if we are unable to adapt new or enhanced products and technologies to emerging industry standards, or if the market does not accept our products and technologies, then our ability to grow our business could be limited. In addition, we may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of our products and technologies.

We are subject to risks related to health epidemics and pandemics, including the ongoing COVID-19 pandemic, which could adversely affect our business, prospects, financial condition, and results of operations.

We face various risks related to public health issues, including epidemics, pandemics and other outbreaks, such as the ongoing COVID-19 pandemic. The effects and potential effects of the COVID-19 pandemic, including, but not limited to, its impact on general economic conditions, trade and financing markets, changes in customer behavior and continuity in business operations creates significant uncertainty. In addition, the COVID-19 crisis may cause an increase in costs resulting from our efforts to mitigate the effects of COVID-19, delays in our schedule to develop and release products of our smart products and technologies and disruptions to our supply chain and difficulties in procuring required components or manufacturing capability, among other negative effects.

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The pandemic has resulted in government authorities implementing many measures to contain the spread of COVID-19, including travel bans and restrictions, quarantines, shelter-in-place and stay-at-home orders, and business shutdowns. These measures may be in place for a significant period of time and may be reinstituted if conditions deteriorate, which could adversely affect our product development and launch plans. Measures that have been relaxed may be re-implemented if COVID-19 continues to spread. For instance, we temporarily closed our offices and had personnel work remotely to the extent possible and may be required to do so again in the future, which could cause further delay in the development and/or release of our smart products and technologies. In addition, employees and contractors working remotely may not have the resources available to enable them to maintain the same level of productivity and efficiency, and increased reliance on remote access to our information systems increases our exposure to potential cybersecurity threats. Further, our sales and marketing activities have been, and may continue to be, adversely affected by the inability to conduct in-person sales activities, meetings, events and conferences, which has, and may in the future, negatively impacted our financial performance. If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with COVID-19, our operations will be adversely affected.

The extent to which the COVID-19 pandemic may affect our business will depend on continued developments, including the duration of the pandemic and the extent of any resurgences in cases across the United States, the timing and availability of effective medical treatments and vaccines, the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are uncertain and cannot be predicted. Even if the COVID-19 pandemic subsides, we may continue to suffer an adverse impact on our business due to the global economic effect of the pandemic, including any economic recession that has occurred or may occur in the future. Additionally, many of the risk factors disclosed in this prospectus have been, and we anticipate will continue to be further, heightened or exacerbated by the impact of the COVID-19 pandemic.

We operate in a highly competitive industry, and if we are unable to compete successfully, our business may be adversely affected.

Our products and technologies face strong competition from manufacturers and distributors of lighting and ceiling fan manufacturers, as well as, with respect to our smart products and technologies, from manufacturers and distributors of products addressing certain smart technologies, features or markets for the home and office worldwide. In order to remain competitive, we need to invest in research and development and marketing. Many of our competitors have stronger capitalization than we do, strong existing customer relationships and more extensive engineering, manufacturing, sales and marketing capabilities. Competitors’ products and technologies may be more effective, more effectively marketed or sold or have lower prices or superior performance features than our products and technologies. Competitors could focus their substantial resources on developing competing products and technologies that may be potentially more attractive to customers than our products and technologies or offer competitive products and technologies at reduced prices in order to improve their competitive positions. We may also face competition from other products with existing technologies and from other smart home devices, and consumers may prefer individual device solutions that provide more narrowly targeted functionality instead of a more comprehensive integrated smart home solution. Any of these competitive factors could make it more difficult for us to attract and retain customers, require us to lower our prices in order to remain competitive or reduce our revenue and profitability, any of which could have a material adverse effect on our results of operations and financial condition. We may not have available sufficient financial or other resources to continue to make investments necessary to maintain our competitive position.

We depend on third parties to provide integrated circuit chip sets and other critical components for use in our products.

We do not manufacture the integrated circuit chip sets or other electronic components used in our products. Instead, we purchase them from third-party suppliers or rely on third-party independent contractors for these integrated circuit chip sets and other critical components, some of which are customized or custom made for us. We also use third parties to assemble all or portions of our products. Some of these third-party contractors and suppliers are small companies with limited financial resources. If any of these third-party contractors or suppliers were unable or unwilling to supply these components, our ability to manufacture our products may decrease. As the availability of components decreases, the cost of acquiring those components ordinarily increases. High growth product categories such as the consumer electronics and mobile phone markets have experienced chronic shortages of components during periods of exceptionally high demand. COVID-19 has also negatively impacted the availability of certain electronic components. While we experienced shortages in obtaining necessary integrated circuit chips to be used in our products, we have been able to find additional suppliers for such components and believe we have obtained a sufficient number to manufacture our products by the anticipated launch date. Going forward, we believe we can obtain more chips as needed within a reasonable time period and may be able to replace difficult to acquire components with different products or modify our design if necessary. If we do not properly anticipate the need for or procure critical components, we may pay higher prices for those components, our gross margins may decrease and we may be unable to meet the demands of our customers, which could reduce our competitiveness, cause a decline in our market share and have a material adverse effect on our results of operations.

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We rely on a limited number of third-party manufacturers to produce our products. We may be unable to achieve our growth and profitability objectives if we cannot secure acceptable third-party manufacturers or existing third-party manufacturer relationships dissolve. In addition, our financial results could be adversely affected if we fail to successfully reduce our current or future production costs.

We depend on certain key manufacturers for our current products and plan to continue to rely on such manufacturers as we transition to sales of our smart products. If these relationships become strained, our results of operations and financial condition could be materially adversely affected. We also cannot predict whether our current or future manufacturing arrangements will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products. Even if we are successful in developing manufacturing capabilities and processes, we cannot provide any assurance that we will do so in time to meet market demand. Our failure to develop such manufacturing processes and capabilities, if necessary, in a timely manner could prevent us from achieving our growth and profitability objectives. In addition, our results of operations, financial condition and cash flows could be materially adversely affected if our third-party manufacturers were to experience problems with product quality, credit or liquidity issues, or disruptions or delays in their manufacturing process or delivery of the finished products and components or the raw materials used to make such products and components.

We may also need to hire and train a significant number of employees to engage in full-scale commercial manufacturing operations. There are various risks and challenges associated with hiring, training and managing a large workforce in time for us to commence our planned commercial production and sale of our smart products and technologies, including that the workforce will not have experience with manufacturing our smart products and therefore will require significant training.

Additionally, a significant portion of our strategy will rely upon our ability to successfully rationalize and improve the efficiency of our operations. In particular, our strategy relies on our ability to reduce our production costs in order to remain competitive. As there is no historical basis for estimating the demand for our smart products and technologies, or our ability to develop, manufacture and deliver our smart products, we may be unable to accurately estimate our inventory and production requirements, which would affect our ability to successfully implement cost reduction measures. If we overestimate our requirements, we may have excess inventory, which would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt the manufacture of the smart products and result in delays in shipments and revenues. We may also rely on a limited number of suppliers; during the nine months ended September 30, 2021, we had two major vendors that accounted for approximately 100% of cost of sales and, for the years ended December 31, 2020 and 2019, we had two major vendors that accounted for approximately 95% of cost of sales. For additional information regarding our suppliers, see “Business – Third-Party Manufacturing and Suppliers.” In addition, lead times for materials and components may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we are unable to successfully implement cost reduction measures, if these efforts do not generate the level of cost savings that we expect going forward or result in higher than expected costs, or if we fail to order sufficient quantities of components in a timely manner, our business, financial condition, results of operations or cash flows could be materially adversely affected.

Our third-party manufacturers are located in China, which exposes us to additional risks.

Our third-party manufacturers are located in China, which exposes us to additional risks that could negatively impact our business and operations. We are subject to risks associated with shipping products across borders, including shipping delays, customs duties, export quotas and other trade restrictions that could have a significant impact on our revenue and profitability. The U.S. administration has imposed tariffs on certain products imported into the United States with China as the country of origin. While these tariffs have not had a significant impact on the shipment of our products to international markets to date, as we are transitioning our business, we cannot predict the impact of future tariffs on our products and technologies, and the costs of supplies and manufacturing may increase. If we cannot deliver our products on a competitive and timely basis, our relationships with customers will be damaged and our financial condition could also be harmed. The future imposition of, or significant increases in, the level of tariffs, custom duties, export quotas and other barriers and restrictions by the U.S. on China or other countries could disrupt our supply chain, increase the cost of our raw materials and therefore our pricing, and impose the burdens of compliance with foreign trade laws, any of which could potentially affect our bottom line and sales. We cannot assure you that we will not be adversely affected by changes in the trade laws of foreign jurisdictions where we sell and seek to sell our products.

In addition, the prosecution of intellectual property infringement and trade secret theft in China is more difficult than in the United States. Although we take precautions to protect our intellectual property, using Chinese manufacturers could subject us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use our intellectual property, and we may be unsuccessful in monitoring and enforcing our intellectual property rights against them, which could harm our business. We may also have limited legal recourse in the event we encounter patent or trademark infringers, which could adversely affect our business, results of operations, and financial condition.

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Further, such manufacturers may be subject to disruption by natural disasters, public health crises, and political, social or economic instability. The temporary or permanent loss of the services of any of our contract manufacturers could cause a significant disruption in our product supply chain and operations and delays in product shipments. For example, the continued impact of the COVID-19 pandemic and related quarantines and work and travel restrictions in could disrupt product and impair our ability to manufacture and launch our products and technologies on our anticipated timelines.

Additional risks may include, but are not limited to, the potential impact of fluctuations in foreign currency exchange rates, the increased global focus on environmental and social issues and China’s potential adoption of more stringent standards in these areas, other rules and regulations adopted by the Chinese government or provincial or local governments, and the potential impact of global market and economic conditions on the financial stability of our manufacturers.

We may acquire other businesses, license rights to technologies or products, form alliances, or dispose of assets or operations, which could cause us to incur significant expenses and could negatively affect profitability.

We may pursue acquisitions, technology-licensing arrangements and strategic alliances, or dispose of some of our assets or operations, as part of our business strategy. We may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and if such transactions are completed, we may not realize the expected benefits. If we are successful in completing an acquisition, the products and technologies that are acquired may not be successful or may require significantly greater resources and investments than originally anticipated. We may not be able to integrate acquisitions successfully into our existing business and could incur or assume significant debt and unknown or contingent liabilities. In addition, we may experience diversion of our management’s attention from our existing business and initiatives in pursuing such a strategic transaction and could also experience negative effects on our reported results of operations from acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets.

In addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense. Moreover, we may not be able to locate suitable acquisition opportunities, and this inability could impair our ability to grow or obtain access to technologies or products that may be important to the development of our business. Any of the foregoing may materially harm our business, financial condition, results of operations, stock price and prospects.

We may depend upon a limited number of customers in any given period to generate a substantial portion of our revenue.

Our industry does not lend to long-term customer contracts, and our dependence on individual key customers can vary from period to period as a result of consumer demands, among other variables. As a result, we may experience more customer concentration in any given future period. At both September 30, 2021 and December 31, 2020, one customer accounted for 100% of our accounts receivable. The loss of, or substantial reduction in sales to, any of our significant customers could have a material adverse effect on our results of operations in any given future period.

Our business may become substantially dependent on contracts that are awarded through competitive bidding processes.

We may obtain a significant portion of our revenues pursuant to contracts that are subject to competitive bidding, including contracts with municipal authorities. Competition for, and negotiation and award of, contracts present varied risks, including, but not limited to:

● investment of substantial time and resources by management for the preparation of bids and proposals with no assurance that a contract will be awarded to us;

● the requirement to certify as to compliance with numerous laws (for example, socio-economic, small business and domestic preference) for which a false or incorrect certification can lead to civil and criminal penalties;

● the need to estimate accurately the resources and cost structure required to service a contract; and

● the expenses and delays that we might suffer if our competitors protest a contract awarded to us, including the potential that the contract may be terminated and a new bid competition may be conducted.

If we are unable to win contracts awarded through the competitive bidding process, we may not be able to operate in the market for products and services that are provided under those contracts for a number of years. If we are unable to consistently win new contract awards over any extended period, or if we fail to anticipate all of the costs and resources that will be required to secure and perform such contract awards, our growth strategy and our business, financial condition and results of operations could be materially and adversely affected.

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If we fail to develop our brand, our business may suffer.

We believe that developing and maintaining awareness of our brand is critical to achieving widespread acceptance of our products and technologies and is an important element in attracting and retaining customers. Efforts to build our brand may involve significant expense and may not generate customer awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand. Promotion and enhancement of our brand will depend largely on our success in being able to provide high quality, reliable and cost-effective products and technologies. If customers do not perceive our products and technologies as meeting their needs, or if we fail to market our products and technologies effectively, we will likely be unsuccessful in creating the brand awareness that is critical for broad customer adoption of our products and technologies.

We sell, or will sell, products and technologies to companies in industries that tend to be extremely cyclical; downturns in those industries would adversely affect our results of operations.

The growth and profitability of our business will depend on sales to industries that are subject to cyclical downturns. Slowdowns in these industries may adversely affect our sales, which in turn would adversely affect our revenues and results of operations.

Our inability to protect our intellectual property, or our involvement in damaging and disruptive intellectual property litigation, could adversely affect our business, results of operations and financial condition or result in the loss of use of the related product or service.

We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as third-party nondisclosure and assignment agreements. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

We own United States and international patents and patent applications for some of our products, systems, business methods and technologies. We offer no assurance about the degree of protection which existing or future patents may afford us. Likewise, we offer no assurance that our patent applications will result in issued patents, that our patents will be upheld if challenged, that competitors will not develop similar or superior business methods or products outside the protection of our patents, that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents. Effective protection of our United States patents may be unavailable or limited in jurisdictions outside the United States, as the intellectual property laws of foreign countries sometimes offer less protection or have onerous filing requirements. In addition, because some patent applications are maintained in secrecy for a period of time, we could adopt a technology without knowledge of a pending patent application, and such technology could infringe a third party’s patent.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise learn of our unpatented technology. To protect our trade secrets and other proprietary information, we generally require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot provide any assurance that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our business could be materially adversely affected.

We rely on our trademarks, trade names, and brand names to distinguish us and our products and services from our competitors. Some of our trademarks may conflict with trademarks of other companies. Failure to obtain trademark registrations could limit our ability to protect our trademarks and impede our sales and marketing efforts. Further, competitors may infringe our trademarks, and we may not have adequate resources to enforce our trademarks.

In addition, third parties may bring infringement and other claims that could be time-consuming and expensive to defend. Parties making infringement and other claims against us may be able to obtain injunctive or other equitable relief that could effectively block our ability to provide our products, technologies, services or business methods and could cause us to pay substantial damages. In the event of a successful claim of infringement, we may need to obtain one or more licenses from third parties, which may not be available at a reasonable cost, or at all. It is possible that our intellectual property rights may not be valid or that we may infringe existing or future proprietary rights of others. Any successful infringement claims could subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling products, technologies, services and business methods and require us to redesign or, in the case of trademark claims, rebrand our business or products, any of which could have a material adverse effect on our business, financial condition or results of operations.

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The expiration or loss of patent protection and licenses may affect our future revenues and operating income.

Much of our business relies on patent and trademark and other intellectual property protection. Although most of the challenges to our intellectual property would likely come from other businesses, governments may also challenge intellectual property protections. To the extent our intellectual property is successfully challenged, invalidated or circumvented, or to the extent it does not allow us to compete effectively, our business will suffer. To the extent that countries do not enforce our intellectual property rights or to the extent that countries require compulsory licensing of our intellectual property, our future revenues and operating income will be reduced.

The loss of our license arrangements with GE could negatively affect our results of operations.

We currently have two U.S. and global agreements with GE, whereby we may use the GE brand logo on some of our products and GE’s licensing team may license some of our products to both U.S. and global manufacturers. The loss or termination of our arrangements with GE could, among other things: limit our ability to secure additional customers and thereby could have a material adverse effect on our profitability and financial condition; negatively impact our manufacturing capabilities, as our products are produced by third-party manufacturers, mainly in the People’s Republic of China, under the strict guidance of GE, and the loss of GE’s supervision might adversely affect our relationship with the third-party manufacturers and/or require us to increase our quality control staff in China to assume the guidance role administered by GE, if we are to maintain a similarly high level of quality for our products; cause us to materially revise our marketing plans for new and existing products, which could delay product introductions and have a negative impact on our revenue; and impact relationships with third-party suppliers of electronics and/or services currently or planned to be incorporated in our products and technologies, which could delay or forestall such collaborations and, as a result, negatively impact our products and technologies and potential revenue from such products and technologies.

We are, or in the future may be, subject to substantial regulation related to quality and safety standards applicable to our products and technologies. Our failure to comply with applicable quality or safety standards could have an adverse effect on our business, financial condition or results of operations.

We are subject to regulation related to quality and safety standards, including safety certification and evaluation to specific safety standards depending on the product type, region and country. Products certified by a Nationally Recognized Testing Laboratory (“NRTL”), such as UL, Intertek Testing Lab (ETL) or Canadian Standards (CSA), bear a certification mark signifying that the product complies with the requirements of the product safety standard. UL Standards are used for evaluation of USA products, CSA Standards for Canada and IEC (International Electrotechnical Commission) Standards for European countries. We use UL as our main third-party NRTL safety laboratory. While we have received a variety of safety certifications on our products, including UL, United Laboratories for Canada (cUL), Conformité Européenne (CE) and International Electrotechnical Commission for Electrical Equipment (“IECEE”) Certification Body (CB) scheme, we may need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete our product launches and which we may be unable to obtain within a reasonable time, or at all. In addition, certain electronic products require Federal Communications Commission (“FCC”) certification, and we have obtained FCC certification on applicable products to ensure electromagnetic interference compliance. Compliance with applicable regulatory requirements is subject to continual review and is monitored through periodic inspections and other review and reporting mechanisms. Although we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot provide any assurance that we will be able to obtain any such certifications for our new products or that, if certification standards are amended, we will be able to maintain such certifications for our existing products.

While we endeavor to take all the steps necessary to comply with applicable laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure by us or our partners to comply with current or future governmental regulations and quality and safety assurance guidelines could lead to product recalls or related field actions, or product shortages. Efficacy or safety concerns with respect to our products or those of our partners could lead to product recalls, fines, withdrawals, declining sales and/or our failure to successfully commercialize new products or otherwise achieve revenue growth.

We could face significant liabilities in connection with our products, technologies and business operations, which, if incurred beyond any insurance limits, would adversely affect our business and financial condition.

We are subject to a variety of potential liabilities connected to our product and technology development and business operations, such as potential liabilities related to environmental risks. As a business that markets products for use by consumers and institutions, we may become liable for any damage caused by our products, whether used in the manner intended or not. Any such claim of liability, whether meritorious or not, could be time-consuming and/or result in costly litigation. Although we have obtained insurance against certain of these risks, no assurance can be given that such insurance will be adequate to cover related liabilities or will be available in the future or, if available, that premiums will be commercially justifiable. If we were to incur any substantial liability and related damages were not covered by our insurance or exceeded policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance, our business, financial conditions and results of operations could be materially adversely affected.

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We may be subject to legal claims against us or claims by us that could have a significant impact on our resulting financial performance.

At any given time, we may be subject to litigation or claims related to our products, intellectual property, customers, employees, stockholders, distributors and sales of our assets, among other things, the disposition of which may have an adverse effect upon our business, financial condition or results of operations. The outcome of litigation is difficult to assess or quantify. Lawsuits can result in the payment of substantial damages by defendants. If we are required to pay substantial damages and expenses as a result of these or other types of lawsuits, our business and results of operations would be adversely affected. Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. We may not have adequate resources in the event of a successful claim against us, and insurance may not be available in sufficient amounts or at all to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

We have limited product distribution experience and we expect to rely on third parties, who may not successfully sell our products and technologies.

Our ability to increase our customer base, achieve broader market acceptance of our products and technologies, grow our revenue and achieve and sustain profitability will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We have limited product distribution experience and currently rely, and plan to rely primarily, on product distribution arrangements with third parties. As a result, our future revenues from sales of our products and technologies, if any, will depend on the success of the efforts of these third parties. We may also license our technology to certain third parties for commercialization of certain applications. We expect to enter into additional distribution agreements and/or licensing agreements in the future, and we may not be able to enter into these agreements on terms that are favorable to us, if at all. In addition, we may have limited or no control over the distribution activities of these third parties. These third parties could sell competing products and technologies and may devote insufficient sales efforts to our products and technologies. We are also subject to the risks of distributor and resellers encountering financial difficulties, which could impede their effectiveness and also expose us to financial risk, for example, if they are unable to pay for their purchases, or ongoing disruptions in business, such as from natural disasters or the effects of the COVID-19 pandemic.

We will rely on third parties maintaining open marketplaces to distribute our mobile application. If such third parties interfere with the distribution of our application, our business would be adversely affected.

We will rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, to make the mobile application controlling our products and technologies available for download. We cannot assure you that the marketplaces through which we distribute our mobile application will maintain their current structures or that such marketplaces will not charge us fees to list our application for download. We will also depend on these third-party marketplaces to enable us and our users to timely update our mobile application, and to incorporate new features, integrations and capabilities. We will be subject to requirements imposed by marketplaces such as Apple and Google, which may change their technical requirements or policies in a manner that adversely impacts the way in which we or third parties collect, use and share data from users through our mobile application. If we do not comply with these requirements, we could lose access to the mobile application marketplace and users, and our business, results of operations, and financial condition may be harmed.

In addition, Apple and Google, among others, for competitive or other reasons, could stop allowing or supporting access to our mobile application through their products, could allow access for us only at an unsustainable cost, or could make changes to the terms of access in order to make our mobile application less desirable or harder to access. If it becomes more difficult for our users to access and use the mobile application controlling our smart products on their mobile devices, if our users choose not to access or use the application on their mobile devices, or if our users choose to use mobile products that do not offer access to the application, our user growth, retention and engagement could be seriously harmed.

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Our net sales, and ability to market and sell our new products and technologies, might be adversely impacted if our products and technologies do not meet certain certification and compliance standards.

Although not legally required to do so, we strive to obtain certifications for substantially all our products, both in the United States, and, where appropriate, in jurisdictions outside the United States. For instance, we may seek certification of our products from UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE). Although we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot ensure that we will be able to obtain any such certifications for our new products and technologies or that, if certification standards are amended, we will be able to maintain such certifications for our existing products. Moreover, although we are not aware of any effort to amend any existing certification standard or implement a new certification standard in a manner that would render us unable to maintain certification for our existing products or obtain ratification for new products and technologies, our net sales might be adversely affected if such an amendment or implementation were to occur.

Defects in our mobile application and the technology powering it may adversely affect our business.

Tools, code, subroutines and processes contained within our mobile application may contain defects not yet discovered or contained in updates and new versions. Our introduction of updates and new versions with defects or quality problems may result in adverse publicity, reduced downloads and use, product redevelopment costs, loss of or delay in market acceptance of our products and technologies or claims by customers or others against us. Such problems or claims may have a material and adverse effect on our business, prospects, financial condition and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

We have significant U.S. net operating loss (“NOL”) and tax credit carryforwards. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and certain other tax attributes to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes that may occur in the future, including as a result of this offering.

Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as amended by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. Additionally, under the TCJA, as modified by the CARES Act, NOLs from tax years that began after December 31, 2017 may offset no more than 80% of current taxable income annually for taxable years beginning after December 31, 2020, but the 80% limitation on the use of NOLs from tax years that began after December 31, 2017 does not apply for taxable income in tax years beginning before January 1, 2021. NOLs arising in tax years beginning after December 31, 2017 can be carried forward indefinitely, but NOLs generated in tax years beginning before January 1, 2018 will continue to have a two-year carryback and twenty-year carryforward period. In addition, for state income tax purposes, the extent to which states will conform to the federal laws is uncertain and there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

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The elimination of monetary liability against our directors, officers, and employees under Florida law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our articles of incorporation (as defined below) contain a provision permitting us to eliminate the personal liability of our directors and officers to our Company and stockholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Florida law. Our bylaws also contain provisions regarding indemnification of our directors, officers and employees, including, under certain circumstances, against attorneys’ fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. The foregoing obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and stockholders.

Other factors could have a material adverse effect on our future profitability and financial condition.

Many other factors can affect our profitability and financial condition, including:

● changes in, or interpretations of, laws and regulations, including changes in accounting standards and taxation requirements;

● changes in the rate of inflation, interest rates and the performance of investments held by us;

● changes in the creditworthiness of counterparties that transact business with us;

● changes in business, economic and political conditions, including: war, political instability, terrorist attacks in the U.S. and other parts of the world, the threat of future terrorist activity in the U.S. and other parts of the world and related military action; natural disasters; public health crises, including epidemics and pandemics, such as the ongoing COVID-19 pandemic; the cost and availability of insurance due to any of the foregoing events or other unforeseen events; labor disputes, strikes, slow-downs or other forms of labor or union activity; and pressure from third-party interest groups;

● changes in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future;

● difficulties related to our information technology systems, any of which could adversely affect business operations, including any significant breakdown, invasion, destruction or interruption of these systems;

● changes in credit markets impacting our ability to obtain financing for our business operations; or

● legal difficulties, any of which could preclude or delay commercialization of products or technologies or adversely affect profitability, including claims asserting statutory or regulatory violations, adverse litigation decisions and issues regarding compliance with any governmental consent decree.

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Risks Related to Our Operations

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, which will require, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition with the Securities and Exchange Commission (the “SEC”). In addition, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as well as rules adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that required the SEC to adopt additional rules and regulations in these areas, such as “say on pay” and proxy access. Stockholder activism, the current political and economic environment and the high levels of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, our business, financial condition and results of operations could be materially adversely affected. The increased costs will increase our expenses and may require us to reduce costs in other areas of our business. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

Our future success depends on our ability to retain key employees and to attract, retain and motivate qualified personnel.

Our success depends substantially on the efforts and abilities of our officers and other key employees and agents. Although we have entered into employment agreements with our executive officers, each of them may terminate their employment with us at any time. If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

Recruiting and retaining qualified personnel will also be critical to our success. The loss of the services of our executive officers or other key employees or contractors could impede the achievement of our research and development objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key personnel may be difficult and may take an extended period of time, as competition for experienced personnel in our industry is substantial. In addition, if any of our officers or other key personnel join a competitor or form a competing company, we may lose some of our customers.

Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We believe that our culture has been and will continue to be a key contributor to our success. We expect to continue to hire additional personnel as we expand our business. If we do not continue to develop our company culture or maintain our core values as we grow and evolve, we may be unable to foster the innovation, creativity and teamwork we believe we need to support our growth.

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As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in us and, as a result, the value of our common stock.

As a public company, we will be required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we will be required to certify our compliance with Section 404 of the Sarbanes-Oxley Act beginning with our second annual report on Form 10-K (subject to any change in applicable SEC rules), which will require us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. In addition, unless we remain a non-accelerated filer, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting beginning as of that second annual report on Form 10-K. We will also be required to design our disclosure controls and procedures to reasonably assure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

We may, in the future, identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that remain unremediated. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if our independent registered public accounting firm determines that we have a material weakness or a significant deficiency in our internal control over financial reporting, or if we are unable to maintain proper and effective internal control over financial reporting, we may not be able to produce timely and accurate financial statements. As a result, our investors could lose confidence in our reported financial information, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

We believe that any internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We may discover weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement, causing us to fail to disclose a required related party transaction. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

Global financial markets have recently experienced, as a result of the COVID-19 pandemic, and have in the past experienced, extreme volatility and disruptions, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy and ability to raise capital may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon our strategic plans. In addition, there is a risk that one or more of our current service providers and other partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget.

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In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including in connection with the ongoing COVID-19 pandemic, which has resulted in decreased or volatile stock prices for many companies, notwithstanding the lack of a fundamental change in their underlying business models or prospects. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, including potentially worsening economic conditions and other adverse effects or developments relating to the ongoing COVID-19 pandemic and political, regulatory and other market conditions, may negatively affect the market price of shares of our common stock, regardless of our actual operating performance.

As of September 30, 2021, our cash and cash equivalents were approximately $2.2 million. While we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of our cash equivalents since December 31, 2020, no assurance can be given that further deterioration of the global credit and financial markets would not negatively impact our current portfolio of cash equivalents or our ability to meet our financing objectives. Furthermore, our stock price may decline due in part to the volatility of the stock market and any general economic downturn.

Our internal computer systems, or those of our third-party manufacturers or other contractors or consultants, may fail or suffer security breaches. If our information technology systems security measures are breached or fail, our products and technologies may be perceived as not being secure, customers may curtail or stop buying our products and technologies, we may incur significant legal and financial exposure, and our reputation, results of operations, financial condition and cash flows could be materially adversely affected.

The efficient operation of our business is dependent on our information technology systems, some of which may be in need of enhancement, updating and replacement. We rely on these systems generally to manage day-to-day operations, manage relationships with our customers and maintain our research and development data and our financial and accounting records. Despite our implementation of security measures, our internal computer systems, and those of our third-party manufacturers, information technology suppliers and other contractors and consultants are vulnerable to damage from computer viruses, cyberattacks and other unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. The failure of our information technology systems, our inability to successfully maintain, enhance and/or replace our information technology systems as needed, or any compromise of the integrity or security of the data we generate from our information technology systems could have a material adverse effect on our results of operations, disrupt our business and product and technology development and make us unable, or severely limit our ability, to respond to customer demands. Any interruption of our information technology systems could result in decreased revenue, increased expenses, increased capital expenditures, customer dissatisfaction and potential lawsuits, any of which could have a material adverse effect on our results of operations, financial condition and cash flows.

Our information technology systems involve the storage of our confidential information and trade secrets, as well as our customers’ personal and proprietary information, in our equipment, networks and corporate systems. Security breaches expose us to a risk of loss of this information, litigation and increased costs for security measures, loss of revenue, damage to our reputation and potential liability. Security breaches or unauthorized access may result in a combination of significant legal and financial exposure, increased remediation and other costs, theft and/or unauthorized use or publication of our trade secrets and other confidential business information, loss of funds, damage to our reputation and a loss of confidence in the security of our products, technologies, services and networks that could have an adverse effect upon our business. While we take steps to prevent unauthorized access to our corporate systems, because the techniques used to obtain unauthorized access, disable or sabotage systems change frequently or may be designed to remain dormant until a triggering event, we may be unable to anticipate these techniques or implement adequate preventative measures. Further, the risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as cyberattacks have become more prevalent and harder to detect and fight against. In addition, hardware, software or applications we procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise network and data security. Any breach or failure of our information technology systems could result in decreased revenue, increased expenses, increased capital expenditures, customer dissatisfaction and potential lawsuits, any of which could have a material adverse effect on our results of operations, financial condition and cash flows.

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If we are unable to prevent or mitigate the impact of security or data privacy breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential disruption to our business. In addition, we may not have adequate insurance coverage for security incidents or breaches. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

Further, if a high profile security breach occurs with respect to another provider of smart home solutions, the public may lose trust in the security of our smart products and technologies or in the smart home space generally, which could adversely impact our ability to sell such products and technologies. Even in the absence of any security breach, concerns about security, privacy or data protection may deter consumers from using our smart products and technologies.

Intentional or accidental actions or inactions by employees or other third parties with authorized access to our networks may result in the exposure of vulnerabilities that may be exploited or expose us to liability. Third parties may also conduct attacks designed to temporarily deny customers access to our cloud services.

Because there are many different security breach techniques and such techniques continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures. Third parties may also conduct attacks designed to temporarily deny users access to our cloud services. Any security breach or other security incident, or the perception that one has occurred, could result in a loss of user confidence in the security of our platform and damage to our brand, reduce the demand for our solutions, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement and indemnity obligations, and adversely affect our business, financial condition and results of operations.

We use third-party technology and systems in a variety of contexts, including, without limitation, employee email, content delivery to customers, back-office support, credit card processing, and other functions. Although we have developed systems and processes that are designed to protect customer data and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party service provider, such measures cannot provide absolute security.

We rely upon third-party providers of cloud-based infrastructure to host our solutions. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition, revenues, results of operations or cash flows.

We outsource substantially all of the infrastructure relating to our cloud solution to third-party hosting services, such as Amazon Web Services (“AWS”). Customers of our cloud-based solutions need to be able to access our platform at any time, without interruption or degradation of performance, and, in some cases, we need to provide them with service-level commitments with respect to uptime. Our cloud-based solutions depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers. Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition, revenues, results of operations or cash flows. In addition, any incident affecting our third-party hosting services’ infrastructure that may be caused by cyberattacks, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks, regional epidemics or global pandemics such as COVID-19 and other similar events beyond our control could negatively affect our cloud-based solutions. A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.

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AWS provides the cloud computing infrastructure that we use to host our platform, manage data, mobile application and many of the internal tools we use to operate our business. Our platform, mobile application and internal tools use computing, storage capabilities, bandwidth and other services provided by AWS. Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact our operations and could seriously harm our business. In addition, any transition of the cloud services currently provided by AWS to another cloud services provider would require significant time and expense and could disrupt or degrade delivery of our platform. Our business relies on the availability of our platform for our customers, and we may lose customers if they are not able to access our platform or encounter difficulties in doing so. The level of service provided by AWS could affect the availability or speed of our platform, which may also impact the usage of, and our customers’ satisfaction with, our platform and could seriously harm our business and reputation. If AWS increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors or changes or interprets its terms of service or policies in a manner that is unfavorable with respect to us, our business, financial condition, revenues, results of operations or cash flows may be harmed.

We may collect, store, process and use our customers’ personally identifiable information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, information security and data protection. Any cybersecurity breaches or our actual or perceived failure to comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business.

We may collect, store, process and use our customers’ personally identifiable information and other data in our transactions with them, and we may rely on third parties that are not directly under our control to do so as well. While we take reasonable measures intended to protect the security, integrity and confidentiality of the personal information and other sensitive information we collect, store or transmit, we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur, or that third parties will not gain unauthorized access to this information. If we or our third-party service providers were to experience a breach, disruption or failure of systems compromising our customers’ data, or if one of our third-party service providers or partners were to access our customers’ personal data without our authorization, our brand and reputation could be adversely affected, use of our products and technologies could decrease and we could be exposed to a risk of loss, litigation and regulatory proceedings.

Regulatory scrutiny of privacy, data collection, use of data and data protection is intensifying globally, and the personal information and other data we collect, store, process and use is increasingly subject to legislation and regulations in numerous jurisdictions around the world, especially in Europe. These laws often develop in ways we cannot predict and may materially increase our cost of doing business, particularly as we expand the nature and types of products and technologies we offer. For example, the General Data Protection Regulation (the “GDPR”), which came into effect in the European Union in May 2018 and superseded prior European Union data protection legislation, imposes more stringent data protection requirements and provides for greater penalties for noncompliance.

Further, data protection legislation is also becoming increasingly common in the United States at both the federal and state level. For example, in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020. The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. In November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020, which generally becomes effective in 2023 and amended and expanded the CCPA with additional data privacy compliance requirements and established a regulatory agency dedicated to enforcing these requirements. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. The burdens imposed by the CCPA and other similar laws that may be enacted at the federal and state level may require us to modify our data processing practices and policies and/or to incur substantial expenditures in order to comply.

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Despite our compliance efforts, we may fail to achieve compliance with applicable privacy or data protection laws and regulations as they evolve, or adhere to contractual obligations regarding the collection, processing, storage and transfer of data (including data from our customers, prospective customers, partners and employees), either due to internal or external factors such as resource limitations or a lack of vendor cooperation. Any actual or perceived failure to comply with these laws or obligations could result in enforcement action against us, including fines, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to any existing customers and prospective customers), any of which could harm our business, results of operations, and financial condition. Further, privacy concerns may inhibit market adoption of our smart products and technologies, particularly in certain industries and foreign countries.

Natural disasters, geopolitical events and other highly disruptive events, such as the COVID-19 pandemic, could materially and adversely affect our business, financial condition and results of operations.

Natural disasters, public health crises, such as epidemics and pandemics (including the COVID-19 pandemic), climate change, acts or threats of war or terrorism, international conflicts, power outages, fires, explosions, equipment failures, sabotage, political instability and the actions taken by governments could cause damage to or disrupt our business operations, or those of our manufacturers or our customers, and could create economic instability. Disruptions to our information technology infrastructure from system failures, shutdowns, power outages, telecommunication or utility failures, and other events, including disruptions at third party information technology and other service providers, could also interfere with or disrupt our operations. In addition, new regulations relating to climate change may negatively affect us, our manufacturers, our suppliers or our customers. As a result, we may incur additional costs or obligations in complying with any new environmental and reporting requirements, as well as increased indirect costs resulting from our manufacturers, suppliers or customers that get passed on to us. Although it is not possible to predict such events or their consequences, these events could increase our costs, result in physical damage to or destruction or disruption of properties used in connection with the manufacture of our products, the lack of an adequate workforce in part or all of our operations, supply chain disruptions and data, utility and communications disruptions. In addition, these events could indirectly result in increases in the costs of our insurance if they result in significant loss of property or other insurable damage. Any of these developments could have a material and adverse effect on our business, financial condition and results of operations.

Risks Related to Our Common Stock and This Offering

There is currently no established public trading market for our common stock. An active, liquid market for our common stock may not develop or be sustained upon completion of this offering, which may impair your ability to sell your shares.

Our common stock is not currently traded on an established public trading market. Although we have applied to list our common stock on Nasdaq, an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price of our common stock was determined through negotiations between us and the underwriters. This initial public offering price may not be indicative of the market price of our common stock after this offering. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the initial public offering price or at the time that they would like to sell. Moreover, the lack of an established market could materially and adversely affect the value of our common stock. In addition, the market price of our common stock could decline significantly due to actual or anticipated issuances or sales of our common stock in the future.

In addition, Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or delisting from Nasdaq, would make it more difficult for stockholders to dispose of our securities and more difficult to obtain accurate price quotations on our securities. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock and/or other securities are not traded on a national securities exchange.

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The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

Our stock price is likely to be volatile. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the initial public offering price. The market price for our common stock may be influenced by many factors, including:

● our ability to successfully launch, and gain market acceptance of, our smart products and technologies;

● developments or disputes concerning patent applications, issued patents or other proprietary rights;

● the recruitment or departure of key personnel;

● the level of expenses related to our research and development, marketing efforts, strategic initiatives or other areas;

● actual or anticipated changes in governmental regulation, including taxation and tariff policies;

● actual or anticipated changes in estimates as to financial results or recommendations by securities analysts;

● variations in our financial results or those of companies that are perceived to be similar to us;

● market conditions in the lighting and smart home sectors;

● conditions in the financial markets in general or changes in general economic conditions, including government efforts to mitigate the economic downturn resulting from the COVID-19 pandemic;

● novel and unforeseen market forces and trading strategies, such as the massive short squeeze rally caused by retail investors and social media activity affecting companies such as GameStop Corp.; and

● the other factors described in this “Risk Factors” section.

In addition, due to one or more of the foregoing factors in one or more future quarters, our results of operations may fall below the expectations of securities analysts and investors. In the event any of the foregoing occur, the market price of our common stock could be highly volatile and may materially decline. Further, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

Participation in this offering by our existing stockholders or their affiliated entities may reduce the public float for our common stock.

To the extent certain of our existing stockholders and their affiliated entities participate in this offering, such purchases would reduce the non-affiliate public float of our shares, meaning the number of shares of our common stock that are not held by officers, directors and principal stockholders. A reduction in the public float could reduce the number of shares that are available to be traded at any given time, thereby adversely impacting the liquidity of our common stock and depressing the price at which you may be able to sell shares of common stock purchased in this offering.

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If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the assumed initial public offering price of $                per share, the midpoint of the range set forth on the cover of this prospectus, purchasers of common stock in this offering will experience immediate dilution of $                per share in net tangible book value of the common stock. In the past, we issued options and other securities to acquire common stock at prices significantly below the initial public offering price. To the extent these outstanding securities are ultimately exercised, new investors purchasing common stock in this offering will sustain further dilution. See “Dilution” for a more detailed description of the dilution to new investors in the offering.

The conversion of outstanding convertible notes or exercise of outstanding warrants into shares of common stock could materially dilute our stockholders.

As of                    ,          , we had $1,300,000 aggregate principal amount of convertible notes outstanding, convertible into shares of our common stock at $15.00 per share, and warrants to purchase                    shares of our common stock outstanding at an exercise price ranging from $3.00 to $12.00 per share. The conversion price of the notes or exercise price of the warrants may be less than the market price of our common stock at the time of conversion or exercise and may be subject to future adjustment due to certain events, including our issuance of common stock or common stock equivalents at an effective price per share lower than the conversion rate or exercise rate then in effect. If the entire principal amount of all the outstanding convertible notes is converted into shares of common stock, we would be required to issue an aggregate of no less than approximately 86,668 shares of common stock. If all of the outstanding warrants are exercised for shares of common stock, we would be required to issue an aggregate of               shares of common stock. If we issue any or all of these shares, the ownership of our stockholders will be diluted.

If securities analysts do not publish research or reports about our business, or if they publish negative evaluations of our stock, the price of our stock could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

Our executive officers, directors, principal stockholders and their affiliates will continue to exercise significant influence over us after this offering, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Immediately following the completion of this offering, and disregarding any shares of common stock that they purchase in this offering, the existing holdings of our executive officers, directors, 5% holders and their affiliates will represent beneficial ownership, in the aggregate, of approximately                 % of our outstanding common stock, assuming no exercise of the underwriters’ option to acquire additional shares of common stock in this offering and assuming we issue the number of shares of common stock as set forth on the cover page of this prospectus. As a result, these stockholders, if they act together, will be able to influence our management and affairs and the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. These stockholders may have acquired their shares of common stock for substantially less than the price of the shares of common stock being acquired in this offering. These stockholders may have interests, with respect to their common stock, that are different from those of investors in this offering, and the concentration of voting power among these stockholders may have an adverse effect on the price of our common stock. In addition, this concentration of ownership might adversely affect the market price of our common stock by:

● delaying, deferring or preventing a change of control of us;

● impeding a merger, consolidation, takeover or other business combination involving us; or

● discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

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See “Principal Stockholders” in this prospectus for more information regarding the ownership of our outstanding common stock by our executive officers, directors, principal stockholders and their affiliates.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline.

We will have considerable discretion in the application of the net proceeds of this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

We are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

We currently qualify as a “smaller reporting company,” which allows us to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over inflation, energy costs, geopolitical issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never declared or paid cash dividends on our common stock. Holders of our Series A Preferred Stock receive interest payments quarterly, at a rate of 6% per year, and rank senior with respect to interest on junior securities, dividends, distributions or liquidation preference. We currently anticipate that we will retain all of our future earnings, if any, to support operations and to finance the growth and development of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Anti-takeover provisions in our charter documents and under Florida law could discourage, delay or prevent a change in control of us and may affect the trading price of our common stock.

As a Florida corporation, we are subject to certain provisions of the Florida Business Corporation Act (the “FBCA”) that have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. Our articles of incorporation and bylaws also contain other provisions which could have anti-takeover effects. These provisions include, without limitation, the authority of our board of directors to issue additional shares of preferred stock and to fix the relative rights and preferences of the preferred stock without the need for any stockholder vote or approval; the requirement of a majority stockholder vote to remove directors from office or, if for cause, by a majority of the board of directors; and limitations on who may call special meetings of stockholders. For more information regarding these and other provisions, see the section below entitled “Description of Capital Stock—Anti-Takeover Provisions.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. Some of the statements in the section captioned “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “aim,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors, many of which have been, and may further be, exacerbated by the COVID-19 pandemic, that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this prospectus include, but are not limited to, statements about:

● our ability to successfully launch, develop additional features and achieve market acceptance of our smart products and technologies, access and integrate our products and technologies with third-party platforms or technologies, respond to rapidly changing technology and customer demands, and compete in our industry;

● our financial performance and liquidity, including our ability to successfully generate sufficient revenue to support our operations;

● our ability to expand, operate and successfully manage our operations, including managing our business transformation in connection with evolving our business strategy to focus on smart products and technologies;

● our ability to raise additional financing to support our operations as needed;

● our ability to comply with the terms of, and timely repay, our current debt financing;

● the impact of the COVID-19 pandemic on our business and operations;

● our reliance on a limited number of third-party manufacturers and suppliers and our ability to successfully reduce our production costs;

● our potential dependence upon a limited number of customers and/or on contracts awarded through competitive bidding processes;

● any downturn in the cyclical industries in which our customers operate;

● our ability to acquire other businesses, license rights, form alliances or dispose of operations when desired;

● our ability to comply with regulations relating to applicable quality standards;

● our ability to maintain our License Agreement with GE;

● our ability to maintain, protect and enhance our intellectual property;

● the potential outcome of any legal proceedings;

45

● our ability to successfully sell and distribute our products and technologies;

● our ability to retain key executives and qualified personnel;

● our ability to successfully manage our planned development and expansion, including the additional costs of being a public company;

● our ability to maintain effective internal control over financial reporting and disclosure controls and procedures;

● the potential impact of unstable market and economic conditions on our business, financial condition and stock price;

● the potential impact of cybersecurity breaches or disruptions to our information systems, including our cloud-based infrastructure;

● the potential impact of natural disasters and other catastrophic events, such as the COVID-19 pandemic;

● risks related to ownership of our common stock;

● our ability to use the proceeds of this offering effectively;

● the potential impact of anti-takeover and director and officer liability provisions in our charter documents and under Florida law; and

● other risks and uncertainties, including those listed under the section titled “Risk Factors.”

In addition, you should refer to the “Risk Factors” section of this prospectus for a discussion of other important factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change; however, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

46

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares of our common stock in this offering will be approximately $              , or approximately $              if the underwriters exercise their option to purchase additional shares in full, based upon an assumed initial public offering price of $                 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $              per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $                  , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $               , assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial public offering price or the number of shares by these amounts would have a material effect on our uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

We intend to use the net proceeds from this offering, including any net proceeds from the underwriters’ exercise of the over-allotment option to purchase additional shares from us, for general corporate purposes.

Based on our current plans and business conditions, we believe our existing cash, cash equivalents and short-term investments and available lines of credit, together with the net proceeds from this offering, will be sufficient to fund our operating expenses and capital expenditure requirements through                    , although there can be no assurance in that regard. Given the volatility in U.S. equity markets and our normal working capital fluctuations, and depending on the actual level of net proceeds raised in this offering, we may seek to raise additional capital following this offering to supplement our operating cash flows to the extent we can do so on competitive market terms. In such event, an equity financing may dilute the ownership interests of our stockholders and investors in this offering. In all events, there can be no assurance that additional financing would be available to us when desired or needed and, if available, on terms acceptable to us.

We may also use a portion of our net proceeds to co-develop, acquire or invest in products, technologies or businesses that are complementary to our business and to engage in public relations and marketing activities. However, we currently have no agreements or commitments to complete any such transaction.

The intended use of net proceeds from this offering represents our expectations based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses described in this prospectus. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations, if any, the anticipated growth of our business and those factors set forth above under “Risk Factors” and elsewhere in this prospectus. Pending such uses, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and immediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

47

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. Holders of our Series A Preferred Stock receive interest payments quarterly, at a rate of 6% per year, and rank senior with respect to interest on junior securities, dividends, distributions or liquidation preference. We anticipate that we will retain all available funds and future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing senior equity and debt instruments and other factors the board of directors deems relevant.

48

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2021:

● on an actual basis; and

● on a pro forma basis to give effect to the Preferred Stock Conversion and the Subsequent Issuances; and

● on a pro forma as adjusted basis to give further effect to (i) our issuance and sale of                shares of common stock in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, (ii) the issuance of the Newbridge Advisory Shares, and (iii) the issuance of the Anti-Dilution Shares.

The pro forma information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the information in this table together with our financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus.

	As of September 30, 2021
(in thousands, except share and per share data)	Actual			Pro Forma	Pro Forma As Adjusted
	(unaudited)			(unaudited)	(unaudited)
Cash and cash equivalents	$	2,234,653		$	$
Debt (including current portion of long-term debt and royalty obligation)		9,761,909
Convertible notes, conversion rate $15.00; 86,668 shares		1,300,000
Redeemable preferred stock – subject to redemption: $0 par value; 20,000,000 shares authorized; 13,256,936 shares issued and outstanding on an actual basis; no shares authorized and no shares issued and outstanding on a pro forma and pro forma as adjusted basis		3,314,233
Stockholders’ (deficit) equity:
Preferred stock; $0 par value; 20,000,000 shares authorized and no shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis		—
Common stock: $0 par value, 500,000,000 shares authorized; 65,158,105 shares issued and outstanding on an actual basis; 500,000,000 shares authorized and            shares issued and outstanding on a pro forma basis; 500,000,000 shares authorized and            shares issued and outstanding on a pro forma as adjusted basis		45,915,905
Additional paid-in capital		13,940,094
Accumulated deficit		(72,156,328	)
Total stockholders’ (deficit) equity		(12,300,329	)
Total capitalization	$	2,075,813		$	$

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $               per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization by approximately $              , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price of $               per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization by approximately $              , assuming the shares of our common stock offered by this prospectus are sold at the assumed initial public offering price of $               per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The table above does not include:

● 1,834,039 shares of common stock issuable upon the exercise of warrants to purchase common stock that were exercisable and outstanding as of September 30, 2021 at a weighted average exercise price of $4.34 per share (without giving effect to any of the anti-dilution adjustment provisions thereof);

●                      shares of common stock issuable upon the exercise of exercisable and outstanding warrants to purchase common stock issued after September 30, 2021 at an exercise price of $12.00 per share;

● 86,668 shares of common stock issuable upon the conversion of $1,300,000 of convertible notes outstanding as of September 30, 2021 that convert at $15.00 per share (which does not include shares that would be issuable if holders elect to receive interest payments on the notes in shares of common stock);

● 10,437,182 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2021 under our Incentive Plans, at a weighted average exercise price of $3.65 per share;

●                       shares of common stock issuable upon the exercise of outstanding stock options granted after September 30, 2021, with an exercise price of $12.00 per share, pursuant to our 2018 Plan;

● 4,372,818 shares of common stock reserved for future issuance as of September 30, 2021 (including the additional shares reserved for issuance pursuant to the November 2021 amendment and restatement) under the 2018 Plan, which will cease to be available for issuance at the time that our 2021 Plan becomes effective;

● 20,000,000 shares of common stock that will become available for future issuance under the 2021 Plan, which will become effective immediately prior to, and subject to, the effectiveness of the registration statement of which this prospectus forms a part; and

● 3,315,000 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2021 issued outside of the Incentive Plans, at a weighted average exercise price of $4.06 per share.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Our historical net tangible book value (deficit) as of September 30, 2021 was $            , or $             per share of our common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities. Our historical net tangible book value (deficit) per share represents historical net tangible book value (deficit) divided by the number of shares of our common stock outstanding as of September 30, 2021.

Our pro forma net tangible book value as of September 30, 2021 was $            , or $             per share of common stock. Pro forma net tangible book value per share represents our net tangible book value divided by the number of shares of our common stock outstanding as of September 30, 2021, after giving effect to the Preferred Stock Conversion and the Subsequent Issuances.

After giving further effect to our sale of              shares of our common stock in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the issuance of the Newbridge Advisory Shares and the Anti-Dilution Shares, our pro forma as adjusted net tangible book value as of September 30, 2021 would have been approximately $            , or approximately $             per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $             per share to our existing stockholders and an immediate dilution of approximately $             per share to new investors purchasing shares of our common stock in this offering.

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis (without giving effect to any exercise by the underwriters of their option to purchase additional shares):

Assumed initial public offering price per share		$
Historical net tangible book value (deficit) per share as of September 30, 2021	$
Increase (decrease) per share attributable to the pro forma adjustments described above	$
Pro forma net tangible book value (deficit) per share as of September 30, 2021 before giving effect to this offering	$
Increase in pro forma as adjusted net tangible book value (deficit) per share attributable to new investors purchasing common stock in this offering	$
Decrease in pro forma net tangible book value per share attributable to the issuance of the Newbridge Advisory Shares and the Anti-Dilution Shares	$
Pro forma as adjusted net tangible book value (deficit) per share after giving effect to this offering		$
Dilution in pro forma as adjusted net tangible book value (deficit) per share to new investors purchasing common stock in this offering		$

Each $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) our pro forma as adjusted net tangible book value by $                , or $                 per share, and dilution per share to new investors in this offering by $                 per share, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1,000,000 shares offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value (deficit) after this offering by approximately $                , or $                 per share, and decrease dilution per share to new investors in this offering by $                 per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1,000,000 shares offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value after this offering by approximately $                , or $                 per share, and increase dilution per share to new investors in this offering by $                 per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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If the underwriters exercise their option to purchase additional shares in full, our pro forma as adjusted net tangible book value after this offering would be approximately $                , or $                 per share, representing an immediate increase in pro forma as adjusted net tangible book value per share of $                 to existing stockholders and immediate dilution in pro forma as adjusted net tangible book value per share of $                 to new investors in this offering, based on the assumed initial public offering price and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the pro forma as adjusted basis described above (but not including the issuance of the Newbridge Advisory Shares or the issuance of the Anti-Dilution Shares), the total number of shares of common stock purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing stockholders and by new investors in this offering at an assumed initial public offering price of $                 per share, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent			Per Share
Existing stockholders				%	$			%	$
New investors participating in this offering
Total			100	%	$		100	%	$

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this offering. If the underwriters’ option to purchase additional shares is exercised in full, the number of shares of our common stock held by existing stockholders would be reduced to                % of the total number of shares of our common stock outstanding after this offering, and the number of shares of common stock held by new investors purchasing in this offering would be increased to                % of the total number of shares of our common stock outstanding after this offering.

The discussion and tables (other than the historical net tangible book value calculation) above are based on the number of shares of our common stock outstanding as of September 30, 2021, plus the shares issuable upon the Preferred Stock Conversion and the Subsequent Issuances, and excludes:

● 1,834,039 shares of common stock issuable upon the exercise of warrants to purchase common stock that were exercisable and outstanding as of September 30, 2021 at a weighted average exercise price of $4.34 per share (without giving effect to any of the anti-dilution adjustment provisions thereof);

●                     shares of common stock issuable upon the exercise of exercisable and outstanding warrants to purchase common stock issued after September 30, 2021 at an exercise price of $12.00 per share;

● 86,668 shares of common stock issuable upon the conversion of $1,300,000 of convertible notes outstanding as of September 30, 2021 that convert at $15.00 per share (which does not include shares that would be issuable if holders elect to receive interest payments on the notes in shares of common stock);

● 10,437,182 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2021 under our Incentive Plans, at a weighted average exercise price of $3.65 per share;

●                     shares of common stock issuable upon the exercise of outstanding stock options granted after September 30, 2021, with an exercise price of $12.00 per share, pursuant to our 2018 Plan;

● 4,372,818 shares of common stock reserved for future issuance as of September 30, 2021 (including the additional shares reserved for issuance pursuant to the November 2021 amendment and restatement) under the 2018 Plan, which will cease to be available for issuance at the time that our 2021 Plan becomes effective;

● 20,000,000 shares of common stock that will become available for future issuance under the 2021 Plan, which will become effective immediately prior to, and subject to, the effectiveness of the registration statement of which this prospectus forms a part; and

● 3,315,000 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2021 issued outside of the Incentive Plans, at a weighted average exercise price of $4.06 per share.

To the extent that new stock options are issued or any outstanding stock options are exercised, or we issue additional shares of common stock in the future, there will be further dilution to new investors. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section of this prospectus.

U.S. Dollars are denoted herein by “USD”, “$” and “dollars”.

Overview

We have a series of highly disruptive advanced-safe-smart platform technologies. Our first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in, into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years we have expanded the capabilities of our power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, BLE and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. Our second-generation technology is an all-in-one safe and smart advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. We hold over 60 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. All 50 states in the United States and the District of Columbia have reported cases of individuals infected with COVID-19. All states declared states of emergency during the course of the pandemic, some of which remain in effect. Similar impacts have been experienced in every country in which we do business. Impacts to our business could be widespread and global, and material negative impacts on us may be possible.

Furthermore, we have been following the recommendations of local health authorities to minimize exposure risk for our employees, including the temporary closures of our offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. In addition, the cancellation of in-person meetings and conferences has had an adverse impact on our business and financial condition and has hampered our ability to meet with customers to promote products, generate revenue and access usual sources of liquidity on reasonable terms, which in turn has negatively impacted our financial performance. As the situation continues to evolve, we will continue to closely monitor market conditions and respond accordingly.

In March 2020, the CARES Act was enacted. Among other things, the CARES Act established the PPP, which funded eligible businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and accrued interest if the proceeds are used for eligible costs, which include, but are not limited to, payroll, benefits, mortgage, lease, and utility expenses. We have applied for and received certain financial assistance under the CARES Act enacted in March 2020 by the U.S. Government in response to COVID-19, as described further below.

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Results of Operations

Comparison of the Nine Months Ended September 30, 2021 and 2020

	For the Nine Months Ended September 30,						Change
	2021			2020			Nine Months Ended 2021 vs. 2020
Revenue	$	106,577		$	249,175		$	(142,598	)	(57.2	)%
Cost of Sales		(130,599	)		(490,538	)		359,939		(73.4	)%
Gross Profit (Loss)		(24,022	)		(241,363	)		217,341		(90.0	)%
Selling, general and administrative expenses		3,153,897			4,726,224			(1,572,327	)	(33.3	)%
Depreciation and amortization		63,325			69,772			(6,447	)	(9.2	)%
Total operating expenses		3,217,222			4,795,996			(1,578,774	)	(32.9	)%
Loss from Operations		(3,241,244	)		(5,037,359	)		1,796,115		(35.7	)%
Other Income / (Expense)
Interest expense		(425,323	)		(370,524	)		(54,799	)	14.8	%
Other income, SBA Loan forgiveness		10,000			—			10,000		N/A
Gain (loss) on exchange		7,886			(542	)		8,428		(1,555.0	)%
Interest income		36			1,433			(1,397	)	(97.5	)%
Total other expense – net		(407,401	)		(369,633	)		(37,768	)	10.2	%
Net Income (loss) including noncontrolling interest		(3,648,645	)		(5,406,992	)		1,758,347		(32.5	)%
Less net loss attributable to noncontrolling interest		—			—			—		—
Preferred dividends		97,655			97,655			—		—
Net income (loss) attributed to common shareholders	$	(3,746,300	)	$	(5,504,647	)	$	1,758,347		(31.9	)%
Net Income (Loss) per share – basic and diluted	$	(0.05	)	$	(0.08	)	$	0.03		35.2	%

Revenue

Total net sales for the nine months ended September 30, 2021 decreased approximately 57% or $142,598 from the prior year period. In 2020 and throughout 2021, we opted to sell through our existing inventory of discontinued products to facilitate our planned transition into our new patented product lines. As such, the decrease in revenues was directly related to the planned reduction of discontinued inventory as we continued to shift our focus to the development of our new patented “Smart” platforms and technologies.

Cost of Sales

We had a cost of sales of $130,599 for the nine months ended September 30, 2021, as compared to a cost of sales of $490,538 for the same period in 2020. The reduction in cost of sales was a result of our decrease in sales due to our decision to discontinue our old products and transition to our patented “Smart” platforms and technologies.

Gross Profit

Product gross margin and product gross margin percentage increased during the nine months ended September 30, 2021 compared to the same period in 2020, primarily due to the decrease in cost of sales. As referred to in the Revenue section above, our objective in 2021 was to liquidate inventory of our discontinued product lines. As such, we offered our customers aggressive discounts.

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Selling, General and Administrative Expenses

	For the Nine Months Ended September 30,				Change
SG&A Schedule	2021		2020		Nine Months Ended 2021 vs. 2020
Product Development	$	800,135	$	890,095	$	(89,960	)	(10.1	)%
Payroll Expenses		532,221		902,783		(370,562	)	(41.0	)%
Selling Expense, Direct		35,861		83,622		(47,761	)	(57.1	)%
General & Administrative Expense		92,199		218,038		(125,839	)	(57.7	)%
Professional Fees		506,844		441,919		64,925		14.7	%
China Operations		212,351		265,282		(52,931	)	(20.0	)%
Sales and Marketing Expense		297		51,381		(51,084	)	(99.4	)%
Warehouse & Logistic Expense		9,270		11,548		(2,278	)	(19.7	)%
Insurance Expense		78,491		135,534		(57,043	)	(42.1	)%
Software & IT Expense		57,650		36,523		21,127		57.8	%
Total Operating SG&A expense	$	2,325,319	$	3,036,725	$	(711,406	)	(23.4	)%
Stock Compensation		570,000		1,689,499		(1,119,499	)	(66.3	)%
Option Compensation		258,578		—		258,578		N/A
Depreciation & Amortization		63,325		69,772		(6,447	)	(9.2	)%
Non-Cash SG&A expense	$	891,903	$	1,759,271	$	(867,368	)	(49.3	)%
Total SG&A expense	$	3,217,222	$	4,795,996	$	(1,578,774	)	(32.9	)%

Selling, general and administrative expense (“SG&A”), net of depreciation and amortization and equity compensation, decreased approximately 23% or $711,406 to $2,325,319 during the nine months ended September 30, 2021, from $3,036,725 for the same period ended 2020. This decrease in SG&A was consistent with the decrease of revenue resulting from our inventory transition referred to above, and the reduction of operating expenses resulting from the COVID-19 pandemic. The decrease in SG&A was related to the discontinued use of a third-party logistics center, the reduction and discontinuation of certain office leases, reduction of travel expenses and the reduction of management salaries. These reductions were in part related to our planned transition and COVID-19.

Other changes in operating expenses included the following:

Stock compensation decreased $1,119,499 to $570,000 for the nine months ended September 30, 2021.

Stock option compensation increased to $258,578 from $0 for the nine months ended September 30, 2021 and 2020, respectively. The increase was primarily related to $96,487 pursuant to the chairman incentive agreement and $162,091 pursuant to employee and contractor agreements.

Loss from Operations

Loss from operations decreased $1,796,115 to $3,241,244 during the nine months ended September 30, 2021, from $5,037,359 for the same period in 2020. The decrease in operating loss was directly related to the reduction of total operating expenses by approximately 33%. The loss from operations was primarily due to the liquidation of our discontinued product line as we continued to develop and transition to our new patented “Smart” platforms and technologies.

Other Income (Expense)

Total other expenses for the nine months ended September 30, 2021 increased about 10% or $37,768 compared to the nine months ended September 30, 2020. The increase was primarily due to an increase in interest expense of $54,799 and a decrease in interest income of $1,397, partially offset by an increase in gain on exchange of $8,428 and income from SBA loan forgiveness of $10,000.

Net Loss and Net Loss per Share

We incurred a net loss for the nine months ended September 30, 2021 of $3,648,645 or $0.05 per share, as compared to the prior year period net loss of $5,406,992 or $0.08 per share. Non-GAAP EBITDA to account for non-cash items resulted in an adjusted net loss of $2,349,341 or $0.04 per share and $3,278,088 or $0.05 per share for the nine months ended September 30, 2021 and 2020, respectively.

Comparison of the Years Ended December 31, 2020 and 2019

	For the Year Ended December 31,						Change
	2020			2019			2020 vs. 2019
Revenue	$	258,376		$	3,809,752		$	(3,551,376	)	(93.2	)%
Cost of Sales		(503,033	)		(3,549,030	)		3,045,997		(85.8	)%
Gross Profit (Loss)		(244,657	)		260,722			(505,379	)	(193.8	)%
Selling, general and administrative expenses		8,635,011			16,483,480			(7,848,469	)	(20.6	)%
Depreciation and amortization		106,309			107,241			(932	)	(0.9	)%
Total operating expenses		8,741,320			16,590,721			(7,849,401	)	(47.3	)%
Loss from Operations		(8,985,977	)		(16,329,999	)		7,344,022		(45.0	)%
Other Income / (Expense)
Interest expense		(515,515	)		(490,626	)		(24,889	)	5.1	%
Other income, SBA Loan forgiveness		257,468			—			257,468		N/A
Gain on exchange		408			726			(318	)	(43.8	)%
Gain on debt forgiveness (license)		—			49,706			(49,706	)	(100.0	)%
Interest income		1,511			17,494			(15,983	)	(91.4	)%
Total other expense - net		(256,128	)		(422,700	)		166,572		(39.4	)%
Net Income (loss) including noncontrolling interest		(9,242,105	)		(16,752,699	)		7,510,594		(44.8	)%
Less net loss attributable to noncontrolling interest		—			—			—		—
Preferred dividends		130,206			130,206			—		0.0	%
Net income (loss) attributed to common shareholders	$	(9,372,311	)	$	(16,882,905	)	$	7,510,594		(44.5	)%
Net Income (Loss) per share - basic and diluted	$	(0.14	)	$	(0.29	)	$	0.15		(52.3	)%

Revenue

Total net sales decreased approximately 93% or $3,551,000. In 2019 and throughout 2020, we opted to sell through our existing inventory of discontinued products to facilitate our planned transition into our new patented product lines. As such, the decrease in revenues was directly related to the planned reduction of discontinued inventory as we continued to shift our focus to the development of our new patented “Smart” platforms and technologies.

Cost of Sales

We had a cost of sales of $503,033 for the year ended December 31, 2020, as compared to a cost of sales of $3,549,030 for the year ended December 31, 2019. The reduction in cost of sales was a result of our decrease in sales due to our decision to discontinue our old products and transition to our patented “Smart” platforms and technologies.

Gross Profit

Product gross margin and product gross margin percentage decreased during 2020 compared to 2019. As referred to in the Revenue section above, our objective in 2020 was to liquidate inventory of our discontinued product lines. As such, we offered our customers aggressive discounts, resulting in decreased profit margin.

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Selling, General and Administrative Expenses

	Year Ended December 31,				Change
SG&A Schedule	2020		2019		2020 vs. 2019
Product Development	$	1,065,048	$	2,234,229	$	(1,169,182	)	(52.3	)%
Payroll Expenses		1,085,708		1,585,478		(499,770	)	(31.5	)%
Selling Expense, Direct		63,708		798,594		(734,886	)	(92.0	)%
General & Administrative Expense		256,921		662,476		(405,555	)	(61.2	)%
Professional Fees		533,596		669,698		(136,102	)	(20.3	)%
China Operations		315,268		522,609		(207,341	)	(39.7	)%
Sales and Marketing Expense		45,524		224,255		(178,730	)	(79.7	)%
Warehouse & Logistic Expense		13,013		100,404		(87,391	)	(87.0	)%
Insurance Expense		142,466		114,205		28,261		24.7	%
Software & IT Expense		45,331		54,406		(9,075	)	(16.7	)%
Total Operating SG&A expense	$	3,566,583	$	6,966,354	$	(3,399,771	)	(48.8	)%
Equity Compensation		5,068,428		9,517,126		(4,448,698	)	(46.7	)%
Depreciation & Amortization		106,309		107,241		(932	)	(0.9	)%
Non-Cash SG&A expense	$	5,174,737	$	9,624,367	$	(4,449,630	)	(46.2	)%
Total SG&A expense	$	8,741,320	$	16,590,721	$	(7,849,401	)	(47.3	)%

SG&A expense, net of depreciation and amortization and equity compensation, decreased approximately 49% or $3,399,771 to $3,566,583 during the year ended December 31, 2020, from $6,966,354 for the year ended December 31, 2019. This decrease in SG&A was consistent with the decrease of revenue resulting from our inventory transition referred to above, and the reduction of operating expenses resulting from the COVID-19 pandemic. The decrease in SG&A was related to the discontinued use of a third-party logistics center, the reduction and discontinuation of certain office leases, reduction of travel expenses and the reduction of management salaries. These reductions were in part related to our planned transition and COVID-19.

Other changes in operating expenses included the following:

Stock compensation decreased $6,375,638 to $2,902,981 for the year ended December 31, 2020. Stock option compensation increased $1,926,940 to $2,165,447 for the year ended December 31, 2020. The increase was primarily related to executive management incentives.

Loss from Operations

Loss from operations decreased $7,344,022 to $8,985,977 during the year ended December 31, 2020, from $16,329,999 for the year ended December 31, 2019. The decrease in operating loss was directly related to the reduction of SG&A expenses. The loss from operations was primarily due to the liquidation of our discontinued product line as we continued to develop and transition to our new patented “Smart” platforms and technologies.

Other Income (Expense)

Total other expenses decreased $166,572 to $256,128 from $422,700 for the year ended December 31, 2020 and 2019, respectively. In 2020, we recognized other income of $257,468 related to debt forgiveness of the PPP1 Loan (as defined below). Refer below for additional information on the COVID-19 pandemic impact and related CARES Act loans.

Net Loss and Net Loss per Share

We incurred a net loss for the year ended December 31, 2020 of $9,242,105 or $0.14 per share, as compared to the year ended December 31, 2019, when the net loss was $16,752,699 or $0.29 per share. Non-GAAP EBITDA to account for non-cash items resulted in an adjusted net loss of $3,811,240 or $0.06 per share and $6,705,632 or $0.12 per share for the years ended 2020 and 2019, respectively.

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Liquidity and Capital Resources

As of September 30, 2021 and December 31, 2020, we had $2,234,653 and $2,308,871 in cash and cash equivalents, respectively. As we develop our revenue base, we have raised additional funds through the sale of our common stock and issuance of debt. We believe that our sources of liquidity and capital will be sufficient to finance our continued operations for at least the next 12 months. Our debt included a $10,000,000 secured loan, arranged in April 2016 pursuant to a promissory note between us and NBG, to support our working capital needs. As of both September 30, 2021 and December 31, 2020, we had $5,458,642 outstanding under the note (exclusive of interest). On December 14, 2021, we entered into a new secured promissory note with NBG, in the amount of approximately $5.9 million, which amended and replaced the April 2016 promissory note. The unpaid principal accrues interest at the Wall Street Journal prime rate plus 1.75% per year. The amended note will mature sixty months following the date of issuance. The Company has or will make the following payments to NBG: on the date of issuance, $243,000; on December 30, 2021, an amount equal to all accrued and unpaid interest as of such date, plus $100,000; and on each of July 1, 2022, December 30, 2022, July 1, 2023 and December 30, 2023, an installment payment in an amount equal to all accrued and unpaid interest as of the respective date, plus $200,000. Commencing January 15, 2024, the Company will begin paying equal monthly installments of $144,175.53 in principal, plus all accrued and unpaid interest as of the payment date. The Company may prepay the amounts due under the amended note at any time and from time to time. The note contains customary events of default and, in the event that an event of default occurs, the amended note and all accrued interest will become immediately due and payable. The amended note is secured by the existing pledge and security agreement and by a first priority security interest in substantially all of the Company’s assets.

We also received two loans granted under the PPP and a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The PPP loans consist of a $269,500 loan granted on April 13, 2020 (the “PPP1 Loan”), which matures on April 13, 2025 and of which $257,468 was forgiven during 2021, and a $178,235 loan granted under the PPP Second Draw program on February 3, 2021 (the “PPP2 Loan”), which matures on February 3, 2026 and for which we have requested forgiveness in accordance with the application requirements. As of the date of this filing, the Company has not received a reply to its request and there can be no assurance that such PPP2 Loan will be forgiven, in whole or in part. The EIDL Loan, which has a principal amount of $150,000, was granted pursuant to a promissory note and security agreement with the SBA, dated June 24, 2020, and matures June 24, 2050. As of September 30, 2021, the loan balance under (i) the PPP1 Loan was $12,032, net of loan forgiveness of a $10,000 EIDL (as defined below) advancement, (ii) the PPP2 Loan was $178,235, and (iii) the EIDL Loan was $150,000. In addition, we have $1.3 million outstanding in subordinated convertible promissory notes sold between September 2020 and January 2021, which mature in three years from the date of issuance. For additional information regarding our debt and our equity issuances, see Note 5, Debt, and Note 10, Stockholders’ Deficit, to the unaudited consolidated financial statements for the nine months ended September 30, 2021 and Note 6, Debt, and Note 11, Stockholders’ Deficit, to the consolidated financial statements for the year ended December 31, 2020. Following September 30, 2021, in October and November 2021, we sold an aggregate of 162,503 shares of common stock and 162,503 warrants to various investors, for aggregate gross proceeds of approximately $2.0 million, and in mid- and late December 2021, we sold an aggregate of 734,334 shares of common stock and 41,667 warrants to various investors, for aggregate gross proceeds of approximately $8.8 million. In addition, a significant stockholder of the Company provided a letter of financial support to the Company. We are continuing to raise funds, and we intend to raise additional capital towards our upcoming product launch, which may include equity or debt arrangements in addition to the completion of this initial public offering.

In addition, we have agreed to pay GE certain minimum royalty payments under the License Agreement. In December 2020, we agreed to pay a total of approximately $5.1 million to GE in quarterly installments through December 2023. As of September 30, 2021, the outstanding balance of such royalty payments was approximately $4.0 million. For additional information regarding the royalty payments, see Note 6, GE Royalty Obligations, to the unaudited consolidated financial statements for the nine months ended September 30, 2021 and Note 7, GE Royalty Obligations, to the consolidated financial statements for the year ended December 31, 2020.

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The following is a summary of our cash balances and cash flows as of and for the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019:

	Nine Months Ended September 30,						Year Ended December 31,						Change
Net Cash Flows	2021			2020			2020			2019			Nine Months Ended 2021 vs. 2020					Year Ended 2020 vs. 2019
Cash Flows from Operating Activities	$	(2,833,094	)	$	(2,281,003	)	$	(3,129,293	)	$	(6,186,889	)	$	(552,091	)	24	%	$	3,057,596	(49	)%
Cash Flows from Investing Activities	$	(151,169	)	$	(65,804	)	$	(109,876	)	$	(232,566	)	$	(85,365	)	130	%	$	122,690	(53	)%
Cash Flows from Financing Activities	$	2,910,044		$	781,853		$	3,674,303		$	3,418,686		$	2,128,191		272	%	$	255,617	7	%
Cash and Cash Equivalents, including Restricted Cash, End of Year	$	2,234,653		$	308,782		$	2,308,871		$	1,873,737		$	1,925,871		624	%	$	435,134	23	%

For the nine months ended September 30, 2021, we used $2,833,094 of cash for operations as compared with $2,281,003 used for the same period in 2020. The increase in cash used for operations was primarily due to the increased payments of GE Royalty obligations which was offset by a decrease of operating expenses, net of depreciation, amortization, and equity-related expenses, of about 23%. The reduction of operating expenses related to the decrease in revenue and operating shutdown resulting from the COVID-19 pandemic.

For the nine months ended September 30, 2021, we used $151,169 of cash for investing activities as compared with $65,804 for the same period in 2020. The investments during the nine months ended September 30, 2021 were for patents costs of $151,169. In the same period of 2020, the investments were $62,494 for patents and $3,310 for equipment.

Net cash flows provided from financing activities amounted to $2,910,044 for the nine months ended September 30, 2021 as compared with $781,853 during the same period in 2020. In the nine months ended September 30, 2021, we had net proceeds from the issuance of common stock of $2,779,464, proceeds from the PPP2 Loan of $178,235, proceeds from convertible notes of $50,000 and paid dividends to our preferred shareholders of $97,655. This compares with the same period in 2020 when we had proceeds from stock issuances of $100,008, proceeds from the PPP1 Loan of $279,500 and from the EIDL Loan of $150,000, proceeds from convertible notes of $350,000 and paid dividends of $97,655 to our preferred shareholders.

As a result of the above operating, investing and financing activities, our cash position decreased by $74,218 at September 30, 2021 as compared to a decrease of $1,564,954 in cash for the same period in 2020. We had $2,234,653 in cash and cash equivalents at September 30, 2021, as compared to $308,782 at September 30, 2020.

For the year ended December 31, 2020, we used $3,129,293 of cash for operations as compared with $6,186,889 used for the same period in 2019. The decrease in cash used for operations was primarily due to the decrease of about 49% of operating expenses, net of depreciation, amortization and equity compensation. The reduction of operating expenses related to the decrease in revenue and operating shutdown resulting from the COVID-19 pandemic.

For the year ended December 31, 2020, we used $109,876 of cash for investing activities as compared with $232,566 for the same period in 2019. The investments in 2020 were for patents costs of $94,540 and equipment of $15,336. In 2019, the investments were $145,807 for patents and $86,759 for equipment.

Net cash flows provided from financing activities amounted to $3,674,303 for the year ended December 31, 2020 as compared with $3,418,686 during the same period in 2019. In 2020, we had net proceeds from the issuance of common stock of $100,008, proceeds from the exercise of warrants of $2,025,000, proceeds from convertible notes of $1,250,000, proceeds from the PPP1 Loan and EIDL Loan of $429,500 and paid dividends to our preferred shareholders of $130,206. This compares with the same period in 2019 when we had proceeds from stock issuances of $2,950,004 and proceeds from the exercise of warrants of $1,136,550 and had net payments on the NBG promissory note of $537,662 and paid dividends of $130,206 to our preferred shareholders. During 2021, we requested forgiveness of the PPP1 Loan in accordance with the application requirements. In September 2021, we received confirmation for loan forgiveness of $257,468 which was recognized as Other Income. At December 31, 2020, the PPP1 Loan and EIDL Loan balances were $22,032 and $150,000, respectively.

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As a result of the above operating, investing and financing activities, we increased our cash position by $435,134 at December 31, 2020 as compared to the net use of $3,000,768 in cash for the same period in 2019. We had $2,308,871 in cash and cash equivalents at December 31, 2020, as compared to $1,873,737 at December 31, 2019.

	September 30,						December 31,				Change
	2021			2020			2020		2019		September 30, 2021 vs. 2020				December 31, 2020 vs. 2019
Working capital:
Total current assets	$	3,187,013		$	1,278,949		$	3,229,065	$	3,542,911	$	1,908,064	149	%	$	(313,846	)	(9	)%
Total current liabilities	$	3,276,519		$	1,945,586		$	2,210,704	$	1,018,956	$	1,330,933	68	%	$	1,191,748		117	%
Working capital	$	(89,506	)	$	(666,637	)	$	1,018,361	$	2,523,955	$	577,131	(87	)%	$	(1,505,594	)	(60	)%

We had a working capital deficit of $89,506 as of September 30, 2021, as compared to a deficit of $666,637 as of September 30, 2020. Working capital improved by about $577,131 or 87% which was primarily attributable to an increase in cash proceeds from stock issuances, which was offset, in part, by an increase in accrued expenses and the current portion of notes payable.

The decrease in working capital at December 31, 2020 as compared to December 31, 2019 was primarily attributable to a decrease in current assets of $313,846 and an increase in current liabilities of $1,191,748. The net decrease in working capital was primarily related to the decrease in accounts receivable and inventory and an increase in accrued expenses and the current portion of notes payable.

A majority of our sales do not require us to take delivery of inventory. Production of the Sky technology and products will be originated upon receipt of FOB (free on board) purchase contracts from customers. Upon the completion of each purchase contract, the finished products will be transported from the manufacturer directly to the ports and loaded on vessels secured by the customer, upon which the products become the property of the customer. Our sales were impacted during the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019 as we executed the liquidation of discontinued inventory as we continued the development of our new patented “Smart” platforms and technologies.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), management uses adjusted net income (loss) to evaluate operating and financial performance and believes the measure is useful to investors because it eliminates the impact of certain noncash and/or other items that management does not consider to be indicative of our performance from period to period. Management also believes this non-GAAP measure is useful to investors to evaluate and compare our operating and financial performance across periods, as well as facilitating comparisons to others in our industry, although other companies may calculate this non-GAAP measure differently, which may limit the usefulness of this measures for comparative purposes.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss), plus interest income; interest expense; depreciation and amortization; unrealized derivative gains and losses; non-recurring income and expenses; and stock-based compensation expense. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in Adjusted EBITDA.

These non-GAAP measures should not be considered in isolation or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in our financial statements and are subject to inherent limitations. Investors should review the reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures that are included below. Investors should not rely on any single financial measure to evaluate our business.

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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for each of the periods presented:

	Nine Months Ended September 30,						Year Ended December 31,
	2021			2020			2020			2019
Adjusted EBITDA reconciliation to Net Income (Loss):
Net (loss) income	$	(3,648,645	)	$	(5,406,992	)	$	(9,242,105	)	$	(16,752,699	)
Other Income / (Expense)
Stock compensation, common		(570,000	)		(1,689,499	)		(2,902,981	)		(9,278,619	)
Stock compensation, options		(258,578	)		—			(2,165,447	)		(238,507	)
Depreciation and amortization		(63,325	)		(69,772	)		(106,309	)		(107,241	)
Interest expense		(425,323	)		(370,524	)		(515,515	)		(490,626	)
Other income, SBA Loan forgiveness		10,000			—			257,468			—
Gain on exchange		7,886			(542	)		408			726
Gain on debt forgiveness (license)		—			—			—			49,706
Interest income		36			1,433			1,511			17,494
Total adjustment		(1,299,304	)		(2,128,904	)		(5,430,865	)		(10,047,067	)
Adjusted EBITDA	$	(2,349,341	)	$	(3,278,088	)	$	(3,811,240	)	$	(6,705,632	)
Net Income (Loss) per share - basic and diluted	$	(0.04	)	$	(0.05	)	$	(0.06	)	$	(0.12	)

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements

Future Impact of COVID-19

The negative impact of the COVID-19 pandemic on companies continues and we are currently unable to assess with certainty the broad effects of COVID-19 on our future business. As of September 30, 2021 and December 31, 2020, we had no material assets that would be subject to impairment or change in valuation due to COVID-19.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2020. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

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Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2021 and December 31, 2020 and 2019, we believe the amounts reported for cash, prepaid expenses, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Stock-based compensation is measured at the grant date based on the value of the award granted using the Black-Scholes option pricing model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

Revenue Recognition

We account for revenues in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606).

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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We determine revenue recognition through the following steps:

● identification of the contract, or contracts, with a customer;

● identification of the performance obligations in the contract;

● determination of the transaction price;

● allocation of the transaction price to the performance obligations in the contract; and

● recognition of revenue when, or as, we satisfy a performance obligation.

Income Taxes

We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recent Accounting Pronouncements

Although there are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial position or results of operations.

See the notes to the unaudited consolidated financial statements for the nine months ended September 30, 2021 and notes to the consolidated financial statements for the year ended December 31, 2020 included elsewhere in this prospectus for additional discussion regarding recent accounting pronouncements.

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BUSINESS

Our Mission

As electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the standard.

Overview

Sky Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with over 60 U.S. and global patents and patent pending applications. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the U.S. and globally.

Our first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in, into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years we have expanded the capabilities of our power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, BLE and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more.

We believe that due to safety, convenience, cost, and time that all hard-wired electrical products, such as light fixtures, ceiling fans and other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them through their smart phones at any time.

Our second-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed to enhance all-around safety and lifestyle of homes and other buildings.

We believe that our patented advanced, safe and smart home platform technologies will make homes and buildings safer and smart as a standard, in a fraction of the time and cost, as compared to other market products.

We believe that our smart home products will enable builders to deliver smart homes as a standard, in the same way they deliver electricity and appliances as a standard.

As our advanced, safe and smart products can be easily implemented and installed in both existing and new homes and buildings in just minutes, it will save a major part of the cost and time associated with installation of smart home products. As many people spend the majority of time at their homes, we believe that they should have an affordable, easily installed, standard solution to make their homes safe, secured and smart. Similarly to how smartphones serve people as an all-in-one personal smart platform, we believe that our all-in-one Smart Sky Platform will enable every room in homes and other buildings to include a smart platform as a standard.

The all-in-one safe-smart-advanced platform technology is an open system that can integrate with both existing and new smart home features, devices, and systems. The advanced platform is designed and built in a way that it can accommodate additional smart home features, enabling the platform to serve as a gateway for safe and smart technologies into rooms/homes, buildings, and that it can act like a “Panama-Canal” that can accommodate other type of software systems, wireless systems, electronic chips and more.

Since 2015, we have generated over $29 million in sales from our standard products. We have decided to wind down the sales of our standard products by discontinuing production of light fixtures and ceiling fans that include the older version of our standard Sky Plug & Receptacle in favor of launching our new line of products, including our smart products and our advanced universal Sky Plug & Receptacle. We elected to do so since we believe that the market has great demand for smart advanced products, and that we will be able to generate significant sales from our new line of advanced and smart products from direct sales as well as from licensing.

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Safety

We believe that safety is a necessity and the top priority in all aspects of life. Therefore, our technologies and products emphasize human safety, home, building and property safety and security, while combining safety features with high demand smart home features. We believe our products should contribute to the elimination of many cases of hazardous incidents, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries and deaths, as management believes that our products will result in easier installment processes and enhance the use of life saving products such as smoke detectors, carbon monoxide detectors, and emergency lights, among other products. The Smart Platforms incorporate “plug and play” technology, which eliminates the need to touch wires during the later plug-in install, replacement and maintenance, and cleaning and, accordingly, could result in reduced incidents of electrical shocks and fires resulting from faulty wiring. The installation of our Smart Platforms and retrofitting of electrical services does not require the services of a licensed electrician, but does not preclude the services of a licensed electrician. As more individuals engage in do-it-yourself (DIY) lighting projects, using our Smart Platforms rather than traditional lighting products could reduce incidents of incorrect wiring, shocks, injury and even death. In addition, we believe installing our Smart Platforms will allow installers to spend less time on a ladder during initial installation. Installers often wire light fixtures and fans while also holding such fixture or fan; with the Smart Platforms, the initial receptacle installation will be completed on the ladder and, afterwards, the fixture can simply be plugged into place, resulting in a faster and, we believe, much safer process, as installers can focus on wiring without also holding potentially heavy or breakable fixtures. Further, the Smart Platforms will incorporate a hard-wired smoke detector with battery back-up and a carbon monoxide monitor, which we believe could reduce injuries and deaths from fire and carbon monoxide poisoning.

Products

Our products are designed to improve all around home and building safety and lifestyle.

Our First Product: The Weight Bearing Power-Plug

Our first patented technology was the Power-Plug, a weight bearing power plug that acts as a safe and quick installation device, designed for “plug and play” installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical products, into ceiling electrical outlet boxes.

Our patented technology consists of a fixable socket and a revolving plug (the Power-Plug) for conducting electric power and supporting an electrical appliance attached to a wall or ceiling. The socket is comprised of a non-conductive body that houses conductive rings connectable to an electric power supply through terminals in its side exterior. The Power-Plug, which is comprised of a non-conductive body that houses corresponding conductive rings, attaches to the socket via a male post and can feed electric power to an appliance. The Power-Plug also includes a second structural element allowing it to revolve with a releasable latch that, when engaged, provides a retention force between the socket and the Power-Plug to prevent disengagement. The socket and Power-Plug can be detached by releasing the latch, disengaging the electric power from the Power-Plug. The socket is designed to replace the support bar incorporated in electric junction boxes, and the Power-Plug can be installed in light fixtures, ceiling fans, wall sconce fixtures and other electrical devices and products. Once installed, the socket can remain affixed to the junction box, enabling any electronic fixture installed with the Power-Plug to be connected and/or removed in seconds. The combined socket and Power-Plug technology are referred to throughout this prospectus as the “Sky Plug & Receptacle”.

Advanced Products

Sky – Universal Power-Plug & Receptacle: Our universal “plug and play” Sky Plug & Receptacle technology is comprised of two devices. The first device is a male Power-Plug Retrofit Kit, which can be easily embedded in the base of light fixtures and ceiling fans. The second device is a Ceiling Receptacle, which can be connected to a ceiling outlet box. After a one-time installation of the Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the Power-Plug Retrofit Kit can be plugged into the Ceiling Receptacle within seconds. The Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our new universal power plug in the first half of 2022.

Smart Products

SkyHome App: Our proprietary SkyHome Application works with both iPhones and Android phones. The SkyHome App controls products through WIFI and BLE, and is designed to control its products through additional communication methods as needed. The SkyHome App controls various products, features and specifications that include, scheduling, controlling, voice control, safety features, security features, lifestyle features, sound, lights, dimming, emergency back-up battery and much more. We expect to launch our SkyHome App in the first half of 2022.

Sky Smart - Universal Power-Plug & Receptacle: Our Sky Smart Plug & Receptacle system contains two devices. The male Power-Plug Device which includes a smart electronic board. The male Smart Power-Plug comes as a Retrofit Kit, that can be simply embedded to the base of light fixtures and ceiling fans, enabling them to become both Plug and Play and Smart. The second device is a Ceiling Receptacle that can be simply connected on to a ceiling outlet box. After a one-time simple installation of the Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the male Smart Plug Retrofit Kit can be plugged into the Ceiling Outlet Receptacle within seconds. Our Smart Power-Plug is controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures and ceiling fans should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

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Sky - Smart Plug and Play Ceiling Fans: Our line of high-end smart plug and play ceiling fans can be installed to our matching ceiling receptacle within seconds. Our smart ceiling fans incorporate advanced technologies, have unique modern designs, and are controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as ceiling fans should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Plug and Play Ceiling Fan should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

Sky - Smart Plug and Play Lighting: Our line of high-end Smart Plug and Play light fixtures can be installed to our matching ceiling receptacle within seconds. Our smart light fixtures incorporate advanced technologies, have unique modern designs, and are controlled by our proprietary SkyHome App or through voice control, it is an open system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, includes numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their smart phones at any time. The Smart Plug and Play Lighting should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc. We expect to launch our universal plug in the first half of 2022.

Sky – All-In-One Smart Platform: As most people spend a majority of time in their homes, we believe that they should have an easy solution to make their homes safe, secured, and smart in a simple way and as the standard. We believe that our patented advanced-safe-smart home platform technologies will make homes and buildings safe, have numerous technology features, and smart as a standard, instantly, in a fraction of time and cost, compared to other market products. Our all-in-one Advanced-Safe-Smart Platform is designed to enhance the all-around safety and lifestyle of homes and buildings and can be easily implemented and installed to the ceiling receptacle in both existing and new homes and buildings within minutes. Our smart platform includes distinctive advanced smart and safety technologies, have unique modern designs and are controlled by our proprietary Sky-Home App or through voice control. It is an open system that can integrate with other smart home devices and systems.

As smart phones serve people as an all-in-one personal smart platform, we believe that our all-in-one smart platform technology enables every room in homes and buildings to have a smart platform as a standard. Our smart platform is connected through WIFI and BLE, includes numerous of smart and safety features, including a smart smoke detector, a smart CO detector, time scheduling, temperature sensor, humidity sensor, WIFI extender, energy saving-eco mode, high quality speakers, back-up battery that can power back-up internet and an emergency light, as well as dimming, night light, light color changing and more. The platform’s electrical power and transformer combined with the size of our platform which represents vast electronic “Real-Estate” in terms of today’s technology driven by microchips, enables the platform to accommodate a significant amount of software as well as electronic microchips, while the unique ceiling location of the platform significantly enhances the performance of all platform’s features, including WIFI and BLE.

The Smart Platform is inconspicuous to the décor. It is designed to install over existing ceiling electrical outlet boxes while allowing any pre-existing fixture to reconnect to the same box utilizing our Retrofit Kits. This innovation gives us access to the best location for the gathering and distribution of electronic signals, virtually unlimited power for our low-voltage safety and smart features, and a vast amount of electronic real estate.

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This open-system Smart Platform seamlessly integrates unrelated safe and smart products into a single, spatially designed unit whose functionality is controlled by an all-in-one app, the SkyHome App. The Smart Platform eliminates the need for installation of numerous stand-alone devices and their integration into a working unit.

The Smart Platform’s location on the ceiling significantly advances smart home products’ performance, including the speed and range of both Wi-Fi and Bluetooth, as well as the performance of sensors and alarms.

The adoption of the Smart Platform should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths, etc.

Installation takes only minutes and fixtures previously hung from that location can still be plugged into the Smart Platform.

We expect to launch our all-in-one Smart Platform in the third quarter of 2022.

Sustainability

We aim to provide safe and sustainable solutions to consumers, who increasingly consider sustainability and energy efficiency when purchasing products. We believe that creating sustainable products and streamlining our operations drives efficiency, innovation and, ultimately, long-term value-creation. In designing and improving our products, we consider and apply sustainability strategies, as appropriate. For example, our products’ features include an energy savings eco mode, which can help users reduce their energy consumption, and we generally use LED lighting in our ceiling fans and light fixtures, which is more energy-efficient than traditional lighting products.

Cyber Security

We have implemented measures and protocols in order to ensure that our users’ information is safe and fully protected. We use high level of cyber security measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are all protected to prevent from any type unauthorized, or illegal access or interference to our software, technologies, servers, products, platforms, and devices.

Our products, platforms and devices communicate over MQTT and are encrypted over Transport Layer Security, with each individual product, platform and device having its own set of certificates, keys, and universally unique identifiers, which ensures that each device can only communicate with its own topic. This ensures that even in extreme cases of illegally gaining control over a specific device, it will not affect any other devices.

Each login to the platform generates the user a temporary token that grants access to the services for a limited amount of time, this ensures that there is no permanent access token that can be used by hackers for unauthorized access. Each token has permissions to access only the user’s resources.

Our solutions are designed in a way that the user will need to conduct a restricted set of permissions, thus minimizing the risk of unwanted users gaining control over other locations.

Sky Plug & Receptacle – NEC Code

The NEC (National Electrical Code) is the U.S. electrical safety building code, and is the benchmark for safe electrical design, installation, and inspection to protect people and property from electrical hazards. It has been adopted in some form in all 50 states in the United States and is intended to improve safety in U.S. homes and buildings.

Based on the safety aspects of the Sky Plug & Receptacle, it was voted into the NEC and is represented by 10 different segments in the NEC Code Book. The Company has provided data relating to safety aspects of its receptacle as to electrocutions, fires and ladder falls to NEC.

One of the key votes and segments relating to our technologies in the NEC Code Book was the change of the definition of “receptacle” in the Code Book, which we believe is one of the most significant additions to the NEC Code in the past 120 years. The NEC leads the United States and globally with respect to electrical safety standards; as such, we believe the reputable standards of the NEC can assist with the adoption of our technology in additional countries.

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Pursuant to these new NEC provisions, the Sky Plug & Receptacle enables builders to expedite and obtain a Certificate of Occupancy without the need to install a light fixture to the ceiling.

Intellectual Property

Developing and maintaining a strong intellectual property position is one of the most important elements of our business. We rely on a combination of patents, copyright, trademarks and trade secret laws, as well as confidential procedures and contractual provisions, to protect our proprietary technology and our brands. We enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties. We have sought, and will continue to seek, patent protection for our technology and for improvements to our technology, as well as for any of our other technologies where we believe such protection will be advantageous.

We protect the Sky Technologies intellectual property through various aspects and strategies including broad and particular intellectual property claims. We have over 60 U.S. and global patents and patent applications, including 15 issued patents, including in China, India, major parts of Europe as well in other countries around the world. These patents and patent applications protect different aspects of our technologies. We sought intellectual property protection of the Sky Technology in China due to our current manufacturing operations and prospective sales in China’s market, and we sought protection in India in anticipation of future growth into India’s developing market, both with respect to the sales of the Sky Technology and our potential operations. As of December 21, 2021, in the U.S., we own seven issued patents, which expire from December 2036 to July 2038, and six pending or published but not yet issued patents. Outside of the U.S., we own eight issued patents, which expire from May 2026 to March 2039, and 46 pending or published but not yet issued patents. We intend to diligently maintain and vigorously defend the intellectual property of Sky Technologies, and to actively and continuously enhance our patent protections in the U.S. and globally.

The issued patents are directed to various aspects our platform technologies, including our smart and standard plug and play products, as well as our safety and smart platform technologies. As further innovations are developed, we intend to seek additional patent protection to enhance and maintain our competitive advantage. Additionally, we have submitted 10 trademark applications, seven of which have been issued and three of which are pending.

GE - General Electric Agreements

We have two U.S. and global agreements with GE related to our products.

● The first agreement is a U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expires November 30, 2023 and is generally renewed for five-year periods. Pursuant to such agreement, the Company may use the GE brand logo on certain products, including Sky’s SQL standard and Smart devices as well as standard and smart ceiling fans. We have U.S. and global rights to market plug and play standard and smart products and smart ceiling fans under the GE brand. GE will assist us with manufacturing standards, audit of factories, audit of materials, and quality control under “Six Sigma” guidelines, as well as with public relations for products and more.

● The second agreement is a U.S. and Global Licensing and Master Service Agreement dated June 14, 2019, which expires June 14, 2024, and includes automatic renewal provisions. Pursuant to such agreement, GE’s Licensing team will license Sky’s Standard and Smart products in the U.S. and worldwide. GE’s licensing team will seek and for arrange licensees partners in the U.S. and globally, including negotiate agreement terms, manage contracts, collect payments, audit partners, assist with patent strategy and protection, assist in auditing product quality control under the “Six Sigma” guidelines.

On June 15, 2011, we entered into the License Agreement with GE, pursuant to which we have the right to market certain ceiling light and fan fixtures displaying the GE brand. We and GE subsequently amended the License Agreement, including on April 17, 2013, August 13, 2014, September 25, 2018, May 2019 and December 1, 2020. The License Agreement imposes certain manufacturing and quality control conditions that we must maintain in order to continue to use the GE brand. The License Agreement is nontransferable and cannot be sublicensed. Various termination clauses are applicable to the License Agreement; however, none were applicable as of September 30, 2021 and December 31, 2020.

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On August 13, 2014, we entered into a second amendment to the License Agreement pertaining to our royalty obligations. Under the initial terms of the amendment, we agreed to pay to GE a minimum trademark license fee of $12.0 million by November 30, 2018 (the “Initial Royalty Obligation”) for the rights assigned in the original contract. The amendment provided that, if we did not pay to GE royalties equal to the Initial Royalty Obligation over the term of the License Agreement, we would owe the difference to GE in December 2018.

We are expanding our relationship with GE to collaborate on mutual capabilities, and in December 2020, we entered into the current amendment to the License Agreement. The amendments following the second amendment expanded our product range, including smart, and added additional global territory rights. The License Agreement has been extended for an additional five years and expires on November 30, 2023. Pursuant to the third amendment, entered into September 2018, the approximate remaining $10.0 million Initial Royalty Obligation that was due on November 30, 2018 was waived, and we agreed to pay GE an aggregate amount of $6.0 million, consisting of three annual installments of $2.0 million to be paid to GE in each of December 2018, 2019 and 2020. In December 2020, we entered into the current amendment, which restructured the royalty payment obligations due of approximately $4.4 million, plus $0.7 million in interest. We agreed to pay a total of $5.1 million to GE in quarterly installments through December 2023, including $100,000 due December 2020, an aggregate of $500,000 due in four equal installments in 2021, an aggregate of $1.2 million due in four equal installments in 2022 and an aggregate of $3.3 million due in four equal installments in 2023 (the “Minimum Payments”). In the event the Company receives significant funding rounds of at least $50.0 million in funding, it is required to use a portion of such funding to pay certain amounts to GE. The Minimum Payments will be in addition to the royalty payments made to GE during the respective year, as set forth below.

Royalty payments are due quarterly, using a December 1 – November 30 contract year and based upon the prior quarter’s sales. Royalty payments will be paid from sales of GE branded product subject to the following repayment schedule:

Net Sales in Contract Year	Percentage of Contract Year Net Sales owed to GE
$0 to $50,000,000		7%
$50,000,001 to $100,000,000		6%
$100,000,000+		5%

We made principal payments of $375,000 plus royalty payments of $5,619 for the nine months ended September 30, 2021. As of September 30, 2021 and December 31, 2020, the outstanding balance was $3,963,000 and $4,338,000, respectively. Minimum future payment obligations are approximately as follows:

Year	Minimum Obligation
2021	$	125,000
2022		1,200,000
2023		2,638,000
Thereafter		—
Total principal payments	$	3,963,000

Leadership and Talent

Our management members include leading executive from various industries and have joined us as they believe in our vision, technology, and strategy. Many of our key personnel are employed pursuant to an employment agreement or a consulting agreement, pursuant to which many of them, including board members have invested in the Company and agreed to be compensated primarily in stock and stock options.

As of December 21, 2021, we had 31 total employees and consultants, 26 of which are full time. We also employ independent contractors to support our operations. We have never had a work stoppage, and none of our employees are represented by a labor union. We have not experienced any work stoppages and consider our relations with our employees to be good. We expect to continue to expand our staff and team of engineers to develop the Sky smart technologies.

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Key Management Members

● Rani R. Kohen, Executive Chairman. Rani R. Kohen has founded the Company and invented our technologies. Mr. Kohen is a businessman, entrepreneur, and inventor. He brings strategic acumen with over 30 years of experience in business, as well as in advanced smart home technologies, product design, lighting, and other related businesses. Since founding the Company, he has succeeded in attracting and engaging accomplished board members, talented management and leading executives from various industries. He has led every major milestone achieved by the Company to date, including securing substantial financing to support the Company’s growth. The board of directors believes that with Mr. Kohen’s leadership and qualifications, the continuity that he brings with his advanced business strategies, he will continue to move us forward towards achieving our goals.

● Steven M. Schmidt, President. Steven M. Schmidt is the former Chief Executive Officer of ACNielsen Corporation and former President, International of Office Depot International, Inc.

● John P. Campi, Chief Executive Officer (and Chief Financial Officer through December 31, 2021) . John P. Campi is the former Chief Procurement Officer and Executive Vice President of Chrysler, Senior Vice President of Procurement and Vendor Management for The Home Depot, Inc. and Chief Procurement Officer and Vice President of DuPont Global Sourcing and Logistics.

● Marc-Andre Boisseau, Chief Financial Officer as of January 1, 2022. Marc-Andre Boisseau has served in finance roles for several public and private companies, including as Corporate Controller and Principal Accounting Officer of Citrix Systems, Inc. Mr. Boisseau will serve as the Company’s full-time Chief Financial Officer beginning January 1, 2022.

● Patricia Barron, Chief Operations Officer and Code Team Senior Member. Patricia Barron was previously President and owner of LTG Services, Inc., an electrical safety consulting company. LTG managed technical review of lighting and ceiling fan projects for Underwriters Laboratories (“UL”) and managed UL safety testing for world fans.

● Mark Earley, President of the Code Team. Mark Earley joined the Company, as President of the Code Team. Mr. Earley is a world leading electrical engineer and former head of the NEC (National Electrical Code) and Chief Electrical Engineer. After leading the NEC for 35 years, he retired in 2019 and joined Sky to lead its U.S. and Global code team. Mr. Earley is still a leading member of the IEC (International Electrical Commission), the Canadian Electrical Code, the UL Electrical Council and the U.S. National Committee.

● Chuck Mello, SVP of the Code Team. Chuck Mello joined the Company in 2019 as SVP of the Code Team. Mr. Mello is the former International President of the IAEI (International Association of Electrical Inspectors), where he is still an instructor and author. He was formerly with UL as a Global Field Evaluation Program Manager.

● Amy Cronin, Executive Director Codes and Standards. Ms. Cronin is a former NFPA (NEC) Executive Leader, managing the Department of Codes and Standards, and she was responsible for more than 300 code decisions including the NEC (National Electrical Codes).

● Mark Wells, President of Lighting. Mark Wells, former General Manager of Consumer Lighting for GE, joined the Company in August 2016 and currently serves as our President of Lighting.

● John Poole, Vice President of Sales. John Poole joined the Company in 2017 as Vice President of Sales. He formerly served in a variety of sales management roles at GE, including as General Manager of Business Development for European Retail and General Manager for GE Lighting’s Target and Home Depot accounts.

● Steve Briggs, Senior Advisor and President of Product Development. Steve Briggs joined the Company is 2017 as Senior Advisor and President of Product Development. He previously served in a variety of roles for GE Lighting, including as General Manager of Global Product Lighting.

● Eliran Ben-Zikri, Chief Technology Officer and GM of Sky’s Israeli Office. Eliran Ben-Zikri joined the Company in 2019 as Chief Technology Officer and GM of Sky’s Israeli Office. He served in one of the most elite computer units of the Israeli Defense Force and has over 10 years of experience in the technology and cloud technology industry, previously holding senior positions in leading Israeli tech companies, including eToro and SimilarWeb. He has a vast experience in the Internet of Things, data collection, data processing, analytics, security, cloud, and production.

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● Michael Perrillo, Vice President Global Sales. Michael Perrillo is the former Chief Executive Officer of Design Solutions International. He joined the Company as a full-time consultant to enhance and expand our sales objectives, particularly toward construction/home builders, hotels and other sales channels that we are targeting.

● Jonathan Globerson, Vice President Design and Marketing. In 2016, Jonathan Globerson, Vice President Design and Marketing, joined the Company. He served in the most elite counter terrorism unit in the Israeli Defense Force (Sayeret Matkal) as head of the technology department, is an international award-winning product developer, former lead product designer of augmented reality and virtual reality for the 5G team for Verizon and founder of GloberDesign, a global product design and engineering firm.

● David Usha, General Manager China. David Usha has over 25 years of experience managing production operations in China, Poland, West Africa, Russia and Taipei, including as General Manager of Omegaplast Polska, a Polish plastic devices company, and General Manager of L’Oréal (Tel Aviv).

● Julio Plutt, CPA, Controller. Julio Plutt, CPA, a consultant and business strategist with OneTHinc, serves as our Controller and is a former auditor with KPMG.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our current and future employees. We encourage and support the growth and development of our employees. Continual learning and career development is advanced through ongoing performance and development conversations with employees, and reimbursement is available to employees for seminars, conferences, formal education and other training events employees attend in connection with their job duties.

Our core values of accountability, openness and integrity underscore everything we do and drive our day-to-day interactions. The safety, health and wellness of our employees is a top priority. The COVID-19 pandemic has presented a unique challenge with regard to maintaining employee safety while continuing successful operations. Through teamwork and the adaptability of our management and staff, we were able to transition, over a short period of time, a majority of our corporate office employees to effectively working from remote locations on a full-time basis, with others working both remotely and in the office on a hybrid basis, and also to ensure a safely-distanced working environment for employees who remain in our facilities.

Business Strategy

Our business strategy is to enhance all around safety and advance smart living lifestyle in homes and other buildings.

Following our product launch, we plan to educate retail and commercial consumers about our products through a coordinated public relation campaign that will cover the safety aspects of our products and all the related hazardous incidents and property damage that our products can prevent, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, deaths and more.

We will also educate on all our advanced smart technology features.

Lead and Seed Strategy: We expect to lead by selling our highly disruptive line of products through a variety of channels as well as seed our products through licensing to various industries.

● Lead Through Direct Sales : We expect to sell our products through various representatives to online customers, builders, rental properties, hotels, big box retail, OEM customers and more. We expect to sell our products to personal consumers primarily through direct sales via our website, to large retailers, distributors and dealers, and through warehouse programs. We plan to rely primarily on product distribution arrangements with third parties and expect that our multi-channel sales strategy will evolve and expand in the future. We expect our primary customers to be retail consumers, retail showrooms, builders residential/commercial, hotels, OEM and licensing.

● Seed Through Licensing : After our public relation campaign and our official product launch, we expect to license a variety of our standard and smart products to companies in various industries, including electrical companies, lighting and ceiling fan companies, as well as smart home companies.

We intend to expand our sales and marketing operations and activities and intend to build strong customer relationships and expand our brand awareness. We can provide no assurance that we will be able to successfully expand our operations or activities, gain market awareness or acceptance of our products, or achieve our expectations described above.

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Product Usage

Our products and technologies can be used in new and existing homes and buildings, including by builders, rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, and retail. We provide a one-year full performance warranty on all of our products, as well as part replacements. We intend to provide extended warranty coverage plans in the future.

Our Opportunity

Based on the significance of the safety aspects and lifestyle features of our products, we believe that our products are a necessity in most rooms, homes, and other buildings, both in the U.S. and globally, and that they can help prevent most of related hazardous incidents in homes and buildings, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths. Therefore, we believe our product is a necessity in rooms, homes and other buildings.

We believe that our series of highly disruptive advanced-safe-smart platform technologies are a necessity as they are expected to disrupt and positively influence various industries, both in the U.S. and globally.

●	Lighting Industry: We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect of our product, our product provides a competitive advantage within the light fixture, ceiling fan and smart home industries.
	We believe that all light fixtures should become plug and play, smart and controlled by an app as a standard, and that light fixtures should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires. Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
●	Ceiling Fan Industry: We believe that due to the ease of installation, time savings, cost savings on installations and the safety aspect of our product, our product is a necessity for the ceiling fan industry.
	We believe that all ceiling fans should become plug and play, smart and controlled by an app as a standard, and that ceiling fans should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires. Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
●	Smart Home Industry: We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect of our product, our product is a necessity for the smart home industry.
	We believe that homes and buildings should become safe and smart as a standard. Our Advanced All-In-One Safe-Smart Platform enables rooms, homes, and buildings to become safe and smart instantly.
	Our Advanced Smart Platform significantly enhances smart home products’ performance, including the speed and range of both Wi-Fi and Bluetooth, as well as the performance of sensors and alarms. We believe that widespread adoption of the Smart Platform should contribute to the elimination of most related hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths. Therefore, we believe our product is a necessity in rooms, homes, and buildings.
	Our Advanced All-In-One Safe-Smart Platform can be used in existing homes and buildings, by builders, rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, retail and other.

We intend to launch our new universal power plug, our SkyHome App, and our smart universal plug in the first half of 2022 and our all-in-one Smart Platform in the third quarter of 2022. Bringing our products to market will require us to take certain steps, including, but not limited to, the following:

● Manufacturing: While we have manufactured and sold our prior products, and intend to continue to use the third-party manufacturers with which we have an ongoing relationship, we have not yet begun manufacturing our new products. We expect it may take approximately 90 days to complete manufacturing of our new universal power plug and/or our smart universal plug after we place an order. However, it may take longer than expected due to, among other things, difficulties finding suppliers, shipping delays resulting in late deliveries of necessary supplies and materials, and chip shortages.

● Marketing and Public Relations: We will need to gain brand awareness and attract customers. In connection with our product launch, we plan to educate retail and commercial consumers about our products through a coordinated public relation campaign that will cover the safety aspects of our products and all the related hazardous incidents and property damage that our products can contribute to preventing, as well as our advanced smart technology features. We currently rely, and plan to rely primarily, on product distribution arrangements with third parties. We expect to enter into additional sales, distribution and/or licensing agreements in the future, and we may not be able to enter into these agreements on terms that are favorable to us, if at all. We may also need to hire additional sales personnel.

● Government Approval: While we have received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book, we may need or desire to obtain additional UL, cUL or CE certifications for new product configurations, which may increase the time and costs to complete our product launches. In addition, we may be unable to obtain new certifications within a reasonable time, or at all.

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Expected Revenue Stream

We believe our products will enable us to access a global market with multiple revenue streams, including:

● Global market with numerous potential product applications

● Product sales

● Royalties/Licensing

● Subscription model

● Monitoring services

● Sale of product and licensing rights to additional countries

Royalties from the Sky Plug & Receptacle. Management has agreed to license products in the U.S. and globally through the efforts of its GE licensing and trademark agreements. We anticipate we will also license our smart technologies products currently in development.

Selling/Licensing Country Rights. Management is considering selling and licensing marketing rights to certain countries in exchange for payment and on-going royalties.

Product Sales. We currently generate revenue from our product sales, and management will strive to achieve strong market penetration worldwide for our current products and products in development. We have previously sold our standard products in the United States, Canada and Mexico, and expect to begin selling our new smart products in these markets in 2022. We intend to expand our sales footprint in certain countries in Latin America, Europe and Asia. We may be unable to gain market acceptance in such markets and cannot provide any assurance that we will be successful in our efforts to expand our market reach.

Subscription & Monitoring Services. Our future plans include offering subscription services as part of our Smart Sky Platform, including, among other services, communications, fire alarms, home intrusion alerts, emergency response services and monitoring services. Our smart platform will include, among other features, a smart smoke detector, a smart carbon monoxide detector, and a WIFI extender. We intend to expand our operations to enable us to provide services relating to these functions, including high-speed internet services, monitoring systems designed to sense movement, smoke, fire, carbon monoxide, temperature, and other environmental conditions and hazards, monitor home access and visitors and address personal emergencies such as injuries and other medical emergencies. We intend to market such services to homeowners and other types of facilities, including rental properties, hotels, cruise ships, elder living facilities, schools, hospitals, offices, commercial, and retail. Our ability to provide such services will depend on a variety of factors, including, but not limited to, subscriber interest and financial resources, any applicable licensing and regulatory compliance, our ability to manage our anticipated expansion and to hire, train and retain personnel, and general economic conditions. We may partner with other businesses to provide such services. We expect to begin providing such services in 2023, but cannot provide any assurance that we will be able to do so.

Our History

We began as Safety Quick Light LLC in 2004 and started developing the Sky Plug & Receptacle technology in 2007 for installation of light fixtures and ceiling fans during manufacturing and as a Retrofit Kit for installing the Sky Technology in existing light fixtures and ceiling fans. Historically, we have sold over hundreds of thousands of units of the Sky Plug & Receptacle technology through original equipment manufacturing and through other channels to lighting manufacturers and retailers who installed the Sky Plug & Receptacle technology into their lighting fixtures for sale at retail stores. We also sold, directly to retailers, approximately hundreds of thousands of Sky Plugs & Receptacles embedded with ceiling fans.

Since our inception, we have sold hundreds of thousands of units of our standard Sky Plug & Receptacle. Since 2015 we generated over $29 million in sales. We have wound down our standard product sales by discontinuing production of light fixtures and ceiling fans that include the older version of our standard Sky Plug & Receptacle, in favor of licensing our product and developing our Smart Power-Plug and Smart Sky Platform technologies.

We hold over 60 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.

Third-Party Manufacturing and Suppliers

Our business model entails the use of third-party manufacturers to produce the Sky Technology product. The manufacturers currently used by us are located in China and, with respect to products that bear the GE logo, as required by the Licensing Agreement with GE, such manufacturers must be approved by GE to ensure certain quality standards are met. To further ensure that quality specifications are maintained, we maintain an office in the Guangdong province in China that is staffed with GE trained auditors who regularly inspect the products that are being produced by third-party manufacturers.

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Raw materials used in our products include copper, aluminum, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic and wood. We also purchase integrated circuit chip sets or other electronic components from third-party suppliers or rely on third-party independent contractors, some of which are customized or custom made for us. While we have experienced shortages in obtaining necessary materials, including zinc, copper and steel, as well as integrated circuit chips to be used in our products, we have been able to make other arrangements and find additional suppliers as necessary. With respect to circuit chips, we believe we have obtained a sufficient number to manufacture our products by the anticipated launch date. Going forward, we believe we can obtain more chips and other materials as needed within a reasonable time period and may be able to replace difficult to acquire components with different products or modify our design if necessary

Our principal suppliers are Mei Pin Metal & Electrical Co., Ltd (Guangdong, China), Siterwell Electronics Co., Ltd (Zhejiang, China), Zhongshan Paragon Source Lighting Co., Ltd. (Noble) (Zhongshan, Guangdong, China), Artisan Industrial Co., Ltd. (Jiangmen, Guangdong, China) and Youngo Limited (Aircool) (Huizhou City, Guangdong, China).

Competition

We believe our technologies are highly disruptive and with an edge compared to other market technologies. Our competitors vary based on our products, market, and industry.

● Our main competitors for our Universal Power Plug and Play, Sky Plug & Receptacle product are: To the best of our knowledge we do not have direct competition at this point to Universal Power Plug and Play, Sky Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

● Our main competitors for our Smart Universal Power Plug and Play Sky Plug & Receptacle product are: To the best of our knowledge we do not have direct competition at this point to Smart Universal Power Plug and Play Sky Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

● Our main competitors for our Smart Plug and Play Light Fixture products are: To the best of our knowledge we do not have direct competition at this point to our Smart Plug and Play Light Fixtures, although there are lighting manufacturers that have smart lights that are controlled through smart wall switches/app or other, including companies such as Casainc, Global Electric, Designers, Minca, Fountain, Enbrgiten, Nbg, Minka, Hampton Bay and other. To the best of our knowledge there are no other light fixtures that have an all-in-one combination of light fixtures that have both plug and play and smart.

● Our main competitors for our Smart Plug and Play Ceiling Fan Products: To the best of our knowledge we do not have direct competition at this point to our Smart Plug and Play Ceiling Fan products, although there are ceiling fan manufacturers that have smart fans that are controlled through smart wall switches/app or other, including companies such as Hunter, Minka, Home Decorators, Fanomation, Modern Homes, Hampton Bay and others.

● Our main competitors for our Plug and Play All-In-One Safe-Smart Platform product: To the best of our knowledge we do not have direct competition at this point to our Plug and Play All-In-One Safe-Smart Platform product, although there are many smart home companies than can be our competitors, including companies such as, Control 4, Vivent, Apple, Google, Microsoft, Amazon, Adt, Blue, Cove and many others and many other smart home companies that have a variety of smart home products. As to the best of our knowledge there are no other Plug and Play All-In-One Safe-Smart Platform products.

Government and Environmental Regulation

Although not legally required to do so, we strive to obtain certifications for substantially all our products, both in the United States, and, where appropriate, in jurisdictions outside the United States. We are subject to regulation related to quality and safety standards, including safety certification and evaluation to specific safety standards depending on the product type, region and country. Products certified by a NRTL, such as UL, Intertek Testing Lab (ETL) or Canadian Standards (CSA), bear a certification mark signifying that the product complies with the requirements of the product safety standard. UL Standards are used for evaluation of USA products, CSA Standards for Canada and IEC (International Electrotechnical Commission) Standards for European countries. We use UL as our main third-party NRTL safety laboratory. While we have received a variety of safety certifications on our products, including UL, United Laboratories for Canada (cUL), Conformité Européenne (CE) and IECEE Certification Body (CB) scheme, we may need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete our product launches and which we may be unable to obtain within a reasonable time, or at all. In addition, certain electronic products require FCC certification, and we have obtained FCC certification on applicable products to ensure electromagnetic interference compliance. Although we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot provide any assurance that we will be able to obtain any such certifications for our new products or that, if certification standards are amended, we will be able to maintain such certifications for our existing products.

Our facilities and operations are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose strict, joint and several liabilities on certain persons for the cost of investigation or remediation of contaminated properties. These persons may include former, current or future owners or operators of properties and persons who arranged for the disposal of hazardous substances. Our leased real property may give rise to such investigation, remediation and monitoring liabilities under environmental laws. In addition, anyone disposing of certain products we distribute, such as fluorescent lighting, must comply with environmental laws that regulate certain materials in these products. We believe that we are in compliance, in all material respects, with applicable environmental laws. As a result, we do not anticipate making significant capital expenditures for environmental control matters either in the current year or in the near future.

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Facilities

We maintain offices in Johns Creek, Georgia, Pompano Beach, Florida, and Guangdong Province, China. We believe that our facilities are adequate to meet our current needs and that suitable additional or substitute space at commercially reasonable terms will be available as needed to accommodate any future expansion of our operations.

Legal Proceedings

There are no legal proceedings or arbitration proceedings currently pending against our Company. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. As of the date of this prospectus, we were not a party to any material legal matters or claims. In the future, we may become party to legal matters and claims in the ordinary course of business, the resolution of which we do not anticipate would have a material adverse impact on our financial position, results of operations or cash flows.

Corporate History and Information

We were originally organized in May 2004 as a Florida limited liability company under the name of Safety Quick Light, LLC. We converted to a Florida corporation on November 6, 2012 and, effective August 12, 2016, we changed our name from “Safety Quick Lighting & Fans Corp.” to “SQL Technologies Corp.” We currently do business as “Sky Technologies.” Our principal executive offices are located at 11030 Jones Bridge Road, Suite 206, Johns Creek, Georgia 30022, and our telephone number is (770) 754-4711. Our website can be found at www.skyplug.com. The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

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MANAGEMENT

Executive Officers, Directors and Director Nominees

The following table sets forth the name and position of each of our executive officers, directors and director nominees, and each such person’s age as of December 21, 2021:

Name	Age	Position(s)
Rani R. Kohen	55	Director, Executive Chairman
John P. Campi	77	Chief Executive Officer and Chief Financial Officer through December 31, 2021
Steven M. Schmidt	67	President
Marc-Andre Boisseau	57	Chief Financial Officer as of January 1, 2022
Patricia Barron	61	Chief Operations Officer
Phillips S. Peter	89	Director
Thomas J. Ridge	76	Director
Dov Shiff	74	Director
Leonard J. Sokolow	65	Director
Gary N. Golden	67	Director Nominee
Efrat L. Greenstein Brayer	58	Director Nominee
Nancy DiMattia	61	Director Nominee

The following information provides a brief description of the business experience of each executive officer and director.

Rani R. Kohen has founded the Company and invented our technologies. He has served as Executive Chairman of the board since 2016 and as Chairman of our board of directors since November 2012. Mr. Kohen also previously served as our Chief Executive Officer from 2004, through 2012. Mr. Kohen is a businessman, entrepreneur and inventor of our technologies. Mr. Kohen is a businessman, entrepreneur, and inventor. He brings strategic acumen with over 30 years of experience in business, as well as in advanced smart home technologies, product design, lighting, and other related businesses. Since founding the Company, he has succeeded in attracting and engaging accomplished board members, talented management and leading executives from various industries. He has led every major milestone achieved by the Company to date, including securing substantial financing to support the Company’s growth. The board of directors believes that with Mr. Kohen’s leadership and qualifications, the continuity that he brings with his advanced business strategies, he will continue to move us forward towards achieving our goals.

John P. Campi has served as our Chief Executive Officer since November 2014 and will serve as our Chief Financial Officer through December 31, 2021. Mr. Campi also serves as our principal financial officer and principal accounting officer. Mr. Campi founded Genesis Management, LLC in 2009, and retired in 2014 upon accepting the role of our Chief Executive Officer. Mr. Campi has extensive experience in the field of cost management, is recognized as a founder of the strategic cost-management discipline known as Activity-Based Cost Management and has extensive experience in the field of supply chain management. From December 2007 to December 2008, Mr. Campi served as the Chief Procurement Officer and an Executive Vice President for Chrysler, where he was responsible for all worldwide purchasing and supplier quality activities. From September 2003 to January 2007, Mr. Campi served as the Senior Vice President of Sourcing and Vendor Management for The Home Depot, Inc., where he led the drive for standardization and optimization of The Home Depot, Inc.’s global supply chain. From April 2002 to September 2003, Mr. Campi served as the Chief Procurement Officer and Vice President for DuPont Global Sourcing and Logistics. Prior to 2002, Mr. Campi led the Global Sourcing activities for GE Power Energy and held a variety of positions with Federal Mogul, Parker-Hannifin Corporation and PricewaterhouseCoopers. Mr. Campi previously served on the board of Trustees of Case Western Reserve University and has been appointed an Emeriti Trustee. Mr. Campi also has served as a member of the advisory board of directors for three startup companies and has served as a Member of the Financial Executives Institute and the Institute of Management Accountants. Mr. Campi received his MBA from Case Western Reserve University. Mr. Campi has extensive executive and advisory experience with established and startup companies, as well as in cost-management and supply chain management.

Steven M. Schmidt has served as our President since June 2021 and has served as a consultant to the Company since August 2019. Mr. Schmidt formed Schmidt Family Investments LLC, which invests in early stage companies, in May 2017, of which he is the sole principal. Mr. Schmidt previously served in a variety of roles at Office Depot, Inc. from July 2007 through May 2016, including as Executive Vice President and President, International from November 2011 to May 2016, Executive Vice President, Corporate Strategy and New Business Development from July 2011 until November 2011 and President, North American Business Solutions from July 2007 until November 2011. Prior to joining Office Depot, Inc., Mr. Schmidt spent 11 years with the ACNielsen Corporation, most recently serving as President and Chief Executive Officer. Prior to joining ACNielsen, Mr. Schmidt spent eight years at the Pillsbury Food Company, serving as President of its Canadian and Southeast Asian operations. He has also held management positions at PepsiCo and Procter & Gamble.

Marc-Andre Boisseau will serve as our full-time Chief Financial Officer beginning January 1, 2022. Mr. Boisseau is a partner of Boisseau, Felicione & Associates Inc., which provides assurance, advisory and tax services for public and private companies in a variety of industries and which he founded in February 2002. Mr. Boisseau served as Chief Financial Officer of Optionable, Inc., a then-public company providing energy derivative brokerage services, from December 2004 through March 2010, where he also served as a director from March 2009 through August 2010. From January 2000 to December 2001, Mr. Boisseau served as Vice President Finance of DataCore Software, Inc., a privately held software development company. Prior to that, Mr. Boisseau served at Citrix Systems, Inc., a publicly-traded software development company, as Corporate Controller from 1995 to December 1999 and as Principal Accounting Officer from March 1997 to December 1999. Mr. Boisseau previously also served as Chief Financial Officer of Trendium, Inc., a software development company, as Controller of Portfolio and Investment Accounting of MIG Realty Investors, Inc., and as a senior auditor at Ernst & Young. Mr. Boisseau is a certified public accountant.

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Patricia Barron has served as our Chief Operations Officer since June 2007. Prior to joining the Company, Ms. Barron was the President and owner of LTG Services, Inc., a company focused on safety consulting services, specializing in the review and compliance of electrical products requiring UL, CSA, and CE certifications, since 1989. Prior to that, Ms. Barron worked as a consultant and engineer in the lighting, safety and approval industry and, from June 1977 to August 1984, worked as an engineering assistant for Underwriters Laboratories, Inc. (n/k/a UL) in the ceiling fan category. Ms. Barron received her MBA from Georgia State University. Ms. Barron has extensive industry and executive experience.

Phillips S. Peter has served as a director of the Company since November 2012. Since December 2014, Mr. Peter has served as a Senior Vice President of Ridge Global, LLC. From 1994 to 2014, Mr. Peter practiced law at Reed Smith LLP, where he focused his practice on legislative and regulatory matters before U.S. Congress, the executive branch of the federal government, and other administrative agencies. Prior to that, Mr. Peter was an officer at GE, where he held executive positions from 1973 to 1994. He is also a veteran of the U.S. Army. Our board believes Mr. Peter’s qualifications to serve as a member of our board include his extensive experience in regulatory affairs, his past industry experience and his demonstrated leadership ability.

Governor Thomas J. Ridge has served as a director of the Company since June 2013. Mr. Ridge has served as President and Chief Executive Officer of Ridge Global, LLC, a global strategic consulting company and provider of insurance and risk transfer solutions, since July 2006, where he also currently serves as Chairman of the board. In 2014, Mr. Ridge co-founded Ridge Schmidt Cyber, an executive services firm addressing the increasing demands of cybersecurity. In April 2010, Mr. Ridge became a partner in Ridge Policy Group, a bipartisan, full-service government affairs and issue management group. From January 2003 to January 2005, Mr. Ridge served as the Secretary of the United States Department of Homeland Security, and from September 2001 through January 2003, Mr. Ridge served as the Special Assistant to the President for Homeland Security. Mr. Ridge served two terms as Governor of the Commonwealth of Pennsylvania, from 1995 to 2001, and served as a member of the U.S. House of Representatives from January 1983 until January 1995. Mr. Ridge previously served as a member of the board of directors of The Hershey Company (NYSE: HSY), a global confectionery leader, from November 2007 to May 2018, Advaxis, Inc. (Nasdaq: ADXS), a clinical-stage biotechnology company, from August 2015 to March 2018, and LifeLock, Inc. (then NYSE: LOCK), a provider of identity theft protection, from March 2010 to February 2017, until its merger with a subsidiary of Symantec Corporation, as well as several other public companies. Mr. Ridge serves as Co-Chair of the Bipartisan Commission on Biodefense, as Chairman of the board of the National Organization on Disability, and as a member of board of trustees of the Center for the Study of the Presidency, among other private organizations. Our board believes Mr. Ridge’s qualifications to serve as a member of our board include his vast experience in both government and industry, his service on other public and private company boards and his expertise in retail, risk management and cybersecurity.

Dov Shiff has served as a director of the Company since February 2014. Mr. Shiff is presently President and Chief Executive Officer of the Shiff Group of Companies. The Shiff Group owns and operates hotels and other real estate in Israel, including Hayozem Resorts & Hotels Ltd., Marina Hotel Tel Aviv Ltd. and Zvidan Investments Ltd. Our board believes Mr. Shiff’s qualifications to serve as a member of our board include his experience in developing and operating new businesses.

Leonard J. Sokolow has served as a director of the Company since November 2015. Mr. Sokolow has served as Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of its broker dealer subsidiary, Newbridge Securities Corporation, since January 2015. Mr. Sokolow previously served in a variety of roles at vFinance, Inc., a publicly traded financial services company, including as Chairman of the board of directors from January 2007, a member of the board of directors from November 1997 and Chief Executive Officer from November 1999 through July 2008, when it merged into National Holdings Corporation, a publicly traded financial services company. Mr. Sokolow also served as President of vFinance, Inc. from January 2001 through December 2006. From July 2008 until July 2012, Mr. Sokolow was President of National Holdings Corporation, and from July 2008 until July 2014, he was Vice Chairman of the board of directors of National Holdings Corporation. From July 2012 until December 2014, Mr. Sokolow was a consultant and partner at Caribou LLC, a strategic advisory services firm. Mr. Sokolow was Founder, Chairman and Chief Executive Officer of the Americas Growth Fund Inc., a closed-end management investment company, from 1994 to 1998. From 1988 until 1993, Mr. Sokolow was an Executive Vice President and the General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company. From 1982 until 1988, Mr. Sokolow practiced corporate, securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm. From 1980 until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick. Mr. Sokolow has served on the board of directors of Consolidated Water Co. Ltd. (Nasdaq: CWCO), a developer and operator of advanced water supply and treatment plants and water distribution systems, since June 2006, where he currently serves as Chairman of the Audit Committee and as a member of the Nominations and Corporate Governance Committee. In addition, Mr. Sokolow has served on the board of directors of Vivos Therapeutics, Inc. (Nasdaq: VVOS), a medical technology company focused on developing and commercializing innovative treatments for adult patients suffering from sleep-disordered breathing, since June 2020, where he currently serves as Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Sokolow previously served on the board of directors of, and as Chairman of the Audit Committee for, Marquee Energy Ltd. (formerly Alberta Oilsands Inc.) (then TSXV: MQX), an energy company. Our board believes Mr. Sokolow’s qualifications to serve as a member of our board include his extensive experience in the financial industry, his service on other public company boards and his history of executive leadership in developing and operating businesses.

Gary N. Golden is expected to serve on our board of directors effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part. Mr. Golden is currently with Tatum CFO Partners, a company that provides interim executive resources across the C-suite. During his time with Tatum CFO Partners, during 2021, Mr. Golden served as interim Chief Financial Officer of ADB Companies, which provides strategy, design, execution and program management services for the communication, utility, and technology industries. Prior to that, during 2021, Mr. Golden served as a project manager and professional services contractor for MMC Group, Inc., which offers full-service workforce solutions, and as interim controller at SportClips Haircuts. During 2020, he served as a special project auditor for WebsterRogers LLP, a South Carolina-based accounting and consulting firm that provides a broad spectrum of assurance, tax and advisory services. From 2013 to 2019, Mr. Golden served as Chief Financial Officer at NBG Home, an affiliate of Nielsen & Bainbridge and one of the largest home decor manufacturing companies and importers globally. From 2008 to 2013, Mr. Golden served as Chief Financial Officer and Professional Services Contractor for MMC Group, Inc. Mr. Golden has served in a variety of other financial and operational roles, including as Vice President, Controller of Kinko’s Inc., Senior Vice President and Corporate Controller of Blockbuster, Inc., and in controller and internal audit roles at Fuqua Industries and Qualex, Inc. Mr. Golden is a licensed Certified Public Accountant who began his career at Arthur Andersen & Company. Our board believes Mr. Golden’s qualifications to serve as a member of our board include his financial expertise, including his status as an “audit committee financial expert,” and his experience in the home goods and lighting industry.

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Efrat L. Greenstein Brayer is expected to serve on our board of directors effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part. Ms. Greenstein Brayer currently serves as Co-Founder and Chief Executive Officer of Merkavah Inc. (d/b/a Ezzree), which provides online emotional and spiritual support care services, and has been principal attorney of the law office of Laura Greenstein since 2000, where she provides services as a corporate finance attorney. Ms. Greenstein Brayer previously served as a contract attorney with Holland & Knight from 2006 through 2012, as associate counsel at Bank Hapoalim B.M. from 1996 through 2000, as an associate at Rogers & Wells (later acquired by Clifford Chance) from 1993-1996, and as an associate at Haight, Gardner, Poor & Havens (later acquired by Holland & Knight) from 1988 through 1993. Ms. Greenstein Brayer has also served as an officer or director of several private companies. Our board believes Ms. Greenstein Brayer’s qualifications to serve as a member of our board include her corporate law expertise and her experience founding and serving as Chief Executive Officer of a private company.

Nancy DiMattia is expected to serve on our board of directors effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part. Ms. DiMattia has served as Senior Vice President and Chief Financial Officer of Tile Shop Holdings, Inc., a publicly-traded, specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories, since September 2019, prior to which she provided consulting services from July 2019 until September 2019. Before joining Tile Shop Holdings, Inc., Ms. DiMattia gained over twenty-five years of experience in financial reporting and accounting processes in positions of increasing responsibility at Virginia Tile Company. She most recently served as the Corporate Controller from 2005 until March 2019. During her tenure at Virginia Tile Company, she was responsible for establishing sound financial management, promoting effective internal accounting controls, developing and leading highly competent accounting teams, and maintaining a documented system of accounting policies and procedures. Our board believes Ms. DiMattia’s qualifications to serve as a member of our board include her retail industry experience and financial expertise.

Family Relationships

There are no family relationships among any of our directors or executive officers or any person nominated to become a director or executive officer.

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors, which currently consists of five directors. The number of directors is determined by our board of directors or our stockholders, but will not be less than five persons, subject to the terms of our articles of incorporation and our bylaws. Each director will be elected to one-year terms and will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the board of directors may be filled at any time by the remaining directors. We expect that, upon the completion of this offering, our board of directors will consist of eight members.

Diversity

Upon the completion of this offering, we expect that two of our directors will be women, representing approximately 25% of our board of directors. We believe that having a diverse board of directors can offer a breadth and depth of perspectives that enhance our performance. The nominating and corporate governance committee will, when evaluating candidates for service on the board, consider the manner in which a candidate’s appointment to the board would impact the overall composition of the board with regard to diversity of viewpoint, professional experience, education, skill, age, gender identity, nationality, race, ethnicity and sexual orientation.

Director Independence

Our board of directors has determined that all members of the board of directors and our director nominees, except Rani R. Kohen, Dov Shiff and Leonard J. Sokolow, are or will be independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the transactions described below under “Certain Relationships and Related Party Transactions” and beneficial ownership of our capital stock by each non-employee director. Upon the completion of this offering, we expect that the composition and functioning of our board of directors and each of our committees will comply with all applicable requirements of Nasdaq and the rules and regulations of the SEC.

Board Leadership Structure and Board’s Role in Risk Oversight

We have chosen to separate the Chief Executive Officer and Board Chairman positions, as our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. We believe that separating the positions of Chief Executive Officer and chairperson of the board of directors allows our Chief Executive Officer to focus on our day-to-day business, while allowing a chairperson of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management.

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One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its oversight function directly as a whole. Our board of directors will also administer its oversight through various standing committees, which will be constituted upon the closing of this offering and address risks inherent in their respective areas of oversight. For example, our audit committee will be responsible for overseeing the management of risks associated with financial reporting, accounting and auditing matters; our compensation committee will oversee the management of risks associated with our compensation policies and programs; and our nominating and corporate governance committee will oversee the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors and director succession planning.

Board Committees

Upon the closing of this offering, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each member of each committee of our board of directors will qualify as an independent director in accordance with the listing standards of Nasdaq.

Each committee will operate pursuant to a charter to be adopted by our board of directors, which will be effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part. Following the consummation of this offering, the full text of our audit committee charter, compensation committee charter and nominating and corporate governance committee charter will be posted on the investor relations portion of our website at www.skyplug.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus.

Audit Committee

Effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part, our audit committee will consist of Ms. Greenstein Brayer, Ms. DiMattia and Mr. Golden, who will be the chair of the audit committee. The functions of the audit committee will include:

● appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm;

● pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

● reviewing our disclosure controls and procedures, as well as reviewing disclosures regarding our internal control over financial reporting;

● establishing policies and procedures for the receipt, retention and treatment of accounting-related complaints and concerns;

● recommending to the board of directors, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements will be included in our annual reports on Form 10-K;

● discussing with management our policies with respect to risk assessment and risk management and our significant financial risk exposures, as well as information security and technology risks (including cybersecurity);

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● preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

● reviewing and overseeing all related person transactions for potential conflict of interest situations, as well as annually reviewing the related party transactions policy;

● overseeing compliance with, and annually reviewing, the code of business conduct and ethics; and

● reviewing quarterly earnings releases.

All members of our audit committee will meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq listing rules. Our board of directors has determined that Mr. Golden qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements of Nasdaq listing standards. In making this determination, our board of directors considered Mr. Golden’s prior experience, business acumen and independence. Both our independent registered public accounting firm and management will periodically meet privately with our audit committee.

Compensation Committee

Effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part, our compensation committee will consist of Ms. Greenstein Brayer, Ms. DiMattia, and Mr. Golden, who will be the chair of the compensation committee. The functions of the compensation committee will include:

● annually reviewing our overall compensation policy as it applies to our employees generally, and the corporate goals and objectives relevant to compensation of the Executive Chairman, Chief Executive Officer and our other executive officers;

● reviewing and approving or recommending to the board of directors the compensation of our executive officers;

● reviewing and approving or recommending to the board of directors our incentive compensation plans and equity-based plans;

● reviewing and recommending to the board of directors the compensation of our non-management directors;

● reviewing the executive compensation disclosures and, if and when required, preparing the compensation committee report required by SEC rules to be included in our annual proxy statement or Form 10-K, as applicable;

● overseeing risks relating to our compensation policies, practices and procedures;

● reviewing our strategies related to human capital management; and

● reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Each member of our compensation committee will be a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

Nominating and Corporate Governance Committee

Effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part, our nominating and corporate governance committee will consist of Ms. DiMattia, Mr. Golden and Ms. Greenstein Brayer, who will be the chair of the nominating and corporate governance committee. The functions of the nominating and corporate governance committee will include:

● identifying and evaluating individuals qualified to become members of the board of directors;

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● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

● considering, developing and recommending to the board of directors policies and procedures with respect to the nomination of directors or other corporate governance matters;

● reviewing disclosures relating to our corporate governance practices to be included in our proxy statement or Form 10-K, as applicable;

● reviewing our policies and practices regarding corporate social responsibility and environmental, social and governance matters and related risks;

● reviewing proposals submitted by stockholders for inclusion in our proxy materials; and

● overseeing the evaluation of our board of directors and board committees.

Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is one of our executive officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics, which will become effective immediately upon, and subject to, effectiveness of the registration statement of which this prospectus forms a part. The Code of Business Conduct and Ethics will apply to all of our directors, employees, and officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions).

Upon the completion of this offering, the full text of our Code of Business Conduct and Ethics will be posted on our website at www.skyplug.com, and we intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics on our website. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus, and you should not consider that information a part of this prospectus.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors, director nominees or executive officers were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past 10 years.

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EXECUTIVE COMPENSATION

Compensation Overview

Our “named executive officers” for the year ended December 31, 2021 were:

● John P. Campi, Chief Executive Officer and Chief Financial Officer through December 31, 2021;

● Rani R. Kohen, Executive Chairman;

● Steven M. Schmidt, President; and

● Patricia Barron, Chief Operations Officer.

Our named executive officers for the year ended December 31, 2020 were Mr. Campi, Mr. Kohen and Ms. Barron.

Our executive compensation program reflects our continued growth and development-oriented focus. We recognize that our ability to excel depends on the knowledge, skill and teamwork of our employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and is responsive to the needs of our employees. The principles and objectives of our compensation and benefits programs for our employees generally, and for our named executive officers specifically, include to align our compensation program with our corporate strategies, financial objectives and the long-term interests of our stockholders; retain and reward executives whose knowledge, skills and performance ensure our continued success; and ensure that total compensation is fair, reasonable and competitive. The compensation received by our named executive officers is based primarily on their experience and knowledge as well as their responsibilities and individual contributions to the Company.

As we transition from a private company to a publicly traded company, the compensation committee of our board of directors will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. As part of this review process, we expect the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.

Executive Compensation Program Components

Base Salary

Executive officer base salaries are based on job responsibilities and individual contribution and are designed to attract and retain employees over time. Each of our named executive officers receives a base salary set forth in an employment agreement entered into with the Company, and the board has the discretion to review and adjust each named executive officer’s base salary. Each of Mr. Campi, Mr. Kohen and Ms. Barron receives an annual base salary of $150,000, $250,000, and $150,000, respectively. Mr. Kohen’s annual base salary will increase to $300,000, effective as of January 1, 2022. Mr. Schmidt does not receive an annual base salary. In light of challenges of the COVID-19 pandemic and preparation for our initial public offering, our named executive officers received decreased cash compensation in 2020 and 2021.

Incentive and Bonus Compensation

Each named executive officer’s employment agreement also provides for the receipt of incentive and/or bonus compensation, which may be paid annually in cash and/or stock. These incentive compensation and bonus awards are designed to focus our executive officers on our business objectives of growing our business, including increasing our revenue and income.

Mr. Campi is eligible to receive annual incentive compensation consisting of both a cash component, based on our annual gross revenue and annual net income, and an equity component, consisting of a number of options to purchase common stock determined based on our quarterly net income. Mr. Kohen is eligible to receive annual incentive compensation based on our annual gross revenue, which may be paid in cash, stock and/or options, as well as supplemental bonus compensation of stock options to purchase up to 10,000,000 shares of common stock at an exercise price ranging between $3.00 and $8.00 per share, determined based on the achievement of specified market capitalizations of the Company, and the potential to receive further options based on the achievement of additional specific market capitalizations of the Company, as described further below under “Agreements with Named Executive Officers.” Ms. Barron is eligible to receive annual incentive compensation consisting of a cash payment based on our net revenues. Mr. Schmidt is eligible to receive a stock bonus of 20,000 shares that will be payable upon achievement of certain sales program goals, and he may be eligible to receive additional bonus compensation as determined by the Company.

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The actual incentive and/or bonus compensation earned by each of our named executive officers during our most recent fiscal year is set forth in the “Summary Compensation Table” below.

Other Equity Compensation and Awards

Our executive officers may also receive equity awards under the 2018 Plan and will be eligible to receive awards under the 2021 Plan when it becomes effective. We use equity awards to align the interests of our named executive officers with those of our stockholders. We believe that equity awards, such as stock options and non-vested restricted stock, encourage our named executive officers to focus on our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

In addition to the equity incentive and supplemental bonus awards described above, the Chairman Agreement (as defined below) with Mr. Kohen provides for, effective January 1, 2022, the grant of five-year options to purchase 1,020,000 shares of common stock, which will have an exercise price of $12.00 per share, will vest as to 340,000 shares on each of January 1, 2023, 2024 and 2025, and will expire January 1, 2027.

Mr. Schmidt’s employment agreement provides for the following equity grants: a five-year option to purchase 60,000 shares of common stock at an exercise price of $0.10 per share, which will vest in three equal annual installments on each of October 1, 2020, 2021 and 2022; a five-year option to purchase 60,000 shares of common stock at an exercise price of $6.00 per share, which will vest in three equal annual installments on each of October 1, 2020, 2021 and 2022; a five-year option to purchase 100,000 shares of common stock at an exercise price of $12.00 per share, which vests in four equal annual installments on each of June 1, 2021, 2022, 2023 and 2024 (which includes a signing bonus of options to purchase 25,000 shares); and an annual grant of 25,000 shares of common stock on each of June 1, 2022, 2023 and 2024

We also grant equity-based sign-on bonuses when necessary and appropriate to advance our and our stockholders’ interests, including to attract or retain top executive-level talent. Each of Mr. Campi’s, Mr. Kohen’s and Ms. Barron’s 2019 agreement provided for a sign-on bonus of a stock option to purchase 120,000, 120,000 and 100,000 shares of common stock, respectively, at an exercise price of $6.00 per share, which vested in full on December 31, 2020, January 1, 2020 and December 31, 2020, respectively. Mr. Schmidt’s agreement provided for a signing bonus of 25,000 shares of common stock and options to purchase 25,000 shares of common stock at an exercise price of $12.00 per share, which vested in full on June 1, 2021. Mr. Kohen’s Chairman Agreement provides for a sign-on bonus of a stock option to purchase 120,000 shares of common stock at an exercise price of $12.00 per share, which will be granted effective January 1, 2022 and will vest in full on January 1, 2023.

Benefits and Perquisites

We provide health insurance to our full-time employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. For instance, Mr. Kohen is eligible to receive a $1,000 per month vehicle allowance, pursuant to the Chairman Agreement, as further described in the summary compensation table.

Summary Compensation Table

The following table sets forth summary compensation information for the named executive officers and includes all compensation earned by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period.

Name and Principal Position(1)	Year		Salary ($)(6)		Bonus ($)		Stock Awards ($)(2)(5)		Option Awards ($)(2)(5)		Non-Equity Incentive Plan Compensation ($)(3)			Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
John P. Campi		2021		150,000		—		—		—			(7)		—		—			150,000	(7)
Chief Executive		2020		150,000		—		—		—		1,413			—		—			151,413
Officer and Chief Financial Officer (through December 31, 2021)		2019		152,345		—		—		8,441		8,933			—		—			169,719
Rani R. Kohen		2021		250,000		—		—		—			(7)		—		—	(4)		250,000	(7)
Executive Chairman		2020		250,000		—		360,000		—		2,826			—		4,830	(4)		617,656
		2019		250,000		—		3,060,000		1,087,240		17,867			—		12,000			4,427,107
Patricia Barron		2021		150,000		—		—		—			(7)		—		—			150,000	(7)
Chief Operations		2020		150,000		6,000		—		—		1,413			—		—			157,413
Officer		2019		158,114		16,800		—		7,034		8,933			—		—			190,881
Steven M. Schmidt President		2021		—		—		75,000		64,962		—			—		—			139,962

(1) Each of Mr. Campi, Mr. Kohen and Ms. Barron entered into a new employment agreement with the Company effective as of September 1, 2019. Prior to entering into such agreement, each such officer was compensated pursuant to a prior employment agreement, which was superseded by the new agreement. Mr. Schmidt has served as a consultant to the Company since August 2019 and has served as our President since June 2021.

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(2) The value of stock awards and options in this table represents the fair value of such awards granted or modified during the fiscal year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used to determine the valuation of the awards are discussed in Note 2 and Note 11 to our consolidated financial statements for the year ended December 31, 2020.

(3) Non-Equity Incentive Plan Compensation reflects incentive compensation and commission payable pursuant to each individual’s respective employment agreement, typically as a percent of the Company’s net revenue or sales earned, and in each case as described below under “Agreements with Named Executive Officers.”

(4) For 2020, represents vehicle allowance paid pursuant to the 2019 Chairman Agreement (as defined below). During both 2021 and 2020, due to circumstances resulting from the impact of the COVID-19 pandemic and preparation for our initial public offering, Mr. Kohen received only a portion of the allowance provided for in the 2019 Chairman Agreement in 2020 and no allowance in 2021. The amount included in this table only includes the portion of the allowance that Mr. Kohen received.

(5) Pursuant to the new employment agreements entered into in September 2019, each of Mr. Campi, Mr. Kohen and Ms. Barron was granted an equity-based “sign-on” bonus of stock options with an exercise price of $6.00 per share. In addition, Mr. Kohen became eligible to receive 1,020,000 shares of common stock as of January 1, 2019 and was also granted the following options during 2019: (i) options to purchase 1.5 million shares at an exercise price of $3.00 per share, (ii) options to purchase 500,000 shares at an exercise price of $4.00 per share; and (iii) options to purchase 1.0 million shares at an exercise price of $6.00 per share. Mr. Kohen also became eligible to receive 120,000 shares of common stock as of January 1, 2020. Pursuant to his amended employment agreement, during 2021, Mr. Schmidt received 25,000 shares of common stock and options to purchase 100,000 shares of common stock at an exercise price of $12.00 per share. These option and stock awards are further described below under “Agreements with Named Executive Officers”.

(6)

During 2021 and 2020, each of Mr. Campi, Mr. Kohen and Ms. Barron deferred a portion of their salary due to circumstances resulting from the impact of the COVID-19 pandemic and preparation for our initial public offering, including $150,000 and $87,413, respectively, deferred by Mr. Campi, $67,500 and $140,833, respectively, deferred by Mr. Kohen and $0 and $12,413, respectively, deferred by Ms. Barron. These deferred amounts are included in this table.

(7)

The Company’s employment agreements with each of Mr. Campi, Mr. Kohen and Ms. Barron provide that he or she will receive annual incentive compensation payments. We expect that Mr. Campi, Mr. Kohen and Ms. Barron will receive an amount equal to 0.25%, 0.5%, and 0.25%, respectively, of the Company’s total sales less any returns and discounts. For Mr. Kohen, this amount may be paid in cash, stock and/or options; the Company currently expects to pay such amount in cash. As of September 30, 2021, the Company recorded revenue of $106,577. The amounts payable to each of Mr. Campi, Mr. Kohen and Ms. Barron were not calculable as of December 21, 2021, as the revenues for the year ending December 31, 2021 were not yet available.

Outstanding Equity Awards at December 31, 2021 Fiscal Year End

The following table sets forth certain information regarding outstanding equity awards held by the named executive officers as of December 31, 2021:

	Option Awards											Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable			Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)			Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Rani R. Kohen(1)		1,000,000		—			—	$	0.60		11/15/2025		—		—		—		—
Rani R. Kohen(1)		800,000		340,000	(2)		—	$	6.00	(2)	9/1/2024		—		—		—		—
Rani R. Kohen(1)(3)		1,500,000		—			—	$	3.00	(3)	11/21/2024		—		—		—		—
Rani R. Kohen(1)(3)		500,000		—			—	$	4.00	(3)	11/21/2024		—		—		—		—
Rani R. Kohen(1)(3)		1,000,000		—			—	$	6.00	(3)	11/21/2024		—		—		—		—
John P. Campi		120,000		—			—	$	6.00		9/1/2024		—		—		—		—
Patricia Barron		500,000		—			—	$	0.60 – $1.80	(4)	11/15/2025		—		—		—		—
Patricia Barron		100,000		—			—	$	3.00 – $4.00	(5)	4/19/2027		—		—		—		—
Patricia Barron		100,000		—			—	$	6.00		9/1/2024		—		—		—		—
Steven M. Schmidt(8)		40,000		20,000	(6)		—			(6)	10/1/2024		—		—		—		—
Steven M. Schmidt(8)		40,000		20,000	(6)		—	$	6.00	(6)	10/1/2024		—		—		—		—
Steven M. Schmidt(8)		25,000		75,000	(7)		—	$	12.00	(7)	6/1/2026		—		—		—		—

(1)	This option was issued to KRNB Holdings LLC, of which Mr. Kohen is the manager.
(2)	These options become exercisable on September 1, 2022 and have an exercise price of $6.00 per share.
(3)	Effective November 21, 2019, pursuant to the 2019 Chairman Agreement, Mr. Kohen was granted the following supplemental bonus options as it was determined that the applicable performance conditions had been satisfied: (i) options to purchase 1,500,000 shares of common stock at an exercise price of $3.00 per share; (ii) options to purchase 500,000 shares of common stock at an exercise price of $4.00 per share; and (iii) options to purchase 1,000,000 shares of common stock at an exercise price of $6.00 per share. These options were exercisable as of the date of grant and expire November 21, 2024. The Chairman Agreement provides that the Company will grant to Mr. Kohen the additional following options as supplemental bonus compensation upon the Company achieving the specified market capitalization: (i) options to purchase 500,000 shares of common stock at $4.00 per share, upon the Company achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the Company achieving each of the following market capitalizations: $2.5 billion and $3.0 billion; (iii) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the Company achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; (iv) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the Company achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (v) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the Company achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion.

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(4)	Represents the range of exercise prices – options to purchase 200,000 shares have an exercise price of $0.60 per share, 150,000 have an exercise price of $1.20 per share and 150,000 have an exercise price of $1.80 per share.
(5)	Represents the range of exercise prices – options to purchase 50,000 shares have an exercise price of $3.00 per share and 50,000 have an exercise price of $4.00 per share.
(6)	The options become exercisable on October 1, 2022. Options to purchase 60,000 shares have an exercise price of $0.10 per share and 60,000 have an exercise price of $6.00 per share.
(7)	These options become exercisable in three equal installments on each of June 1, 2022, 2023 and 2024 and have an exercise price of $12.00 per share.
(8)	Mr. Schmidt’s employment agreement provides for an annual grant of 25,000 shares of common stock on each of June 1, 2022, 2023 and 2024.

Agreements with Named Executive Officers

John P. Campi (Chief Executive Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with John Campi, its Chief Executive Officer and then-Chief Financial Officer (the “Campi Agreement”), which superseded Mr. Campi’s previous employment agreement effective September 1, 2016. The Campi Agreement provided for an initial term of one year, which expired August 31, 2020. The term may be, and has been, renewed by the mutual agreement of Mr. Campi and the Company. Subject to other customary terms and conditions of such agreements, the Campi Agreement provides that Mr. Campi will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 120,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; (iii) incentive compensation consisting of (a) a cash component, paid on an annual basis, equal to (x) 0.25% of the Company’s annual gross revenue and (y) 3.0% of the Company’s annual net income, and (b) a stock option component, consisting of five-year options to purchase shares of common stock in an amount equal to 0.5% of the Company’s quarterly net income, the exercise price of which will be determined at the time such options are granted. Mr. Campi is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties.

Pursuant to the Campi Agreement, Mr. Campi may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of his employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Campi Agreement by Mr. Campi that is not cured within 30 days of written notice; and Mr. Campi’s death, disability or incapacity. Following the expiration of the initial term, the Campi Agreement may be terminated by the board of directors at its discretion, in which case Mr. Campi will receive a payment equal to 50% of his then-applicable annual base salary. In addition, Mr. Campi may terminate the Campi Agreement at his discretion by providing at least 30 days’ prior written notice to the Company.

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Campi Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Campi Agreement. All shares granted will vest immediately.

Rani R. Kohen (Executive Chairman)

Effective September 1, 2019, the Company entered into an Executive Chairman Agreement with Rani R. Kohen (as amended, the “2019 Chairman Agreement”) to serve as the Company’s Executive Chairman and Chairman of the board of directors, which superseded Mr. Kohen’s previous chairman agreement effective September 1, 2016. Effective as of January 1, 2022, the Company entered into a new Executive Chairman Agreement with Mr. Kohen (the “Chairman Agreement”), which superseded the 2019 Chairman Agreement and contains substantially the same terms. The Chairman Agreement provides that Mr. Kohen will serve for an initial term of three years and that the Chairman Agreement will automatically renew unless Mr. Kohen or the board of directors decide otherwise.

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Subject to other customary terms and conditions of such agreements, the Chairman Agreement provides that Mr. Kohen will receive: (i) a base salary of $300,000 per year commencing January 1, 2022 (an increase from $250,000 per year under the 2019 Chairman Agreement), which will be increased by the Company in the event the Company has a significant cash raise; (ii) annual equity compensation consisting of options to purchase 1,020,000 shares of common stock at an exercise price of $12.00 per share, which vest in three equal annual installments on each of January 1, 2023, 2024 and 2025 (subject to certain exceptions) and will have a five-year term; (iii) a sign-on bonus stock option to purchase 120,000 shares of common stock at an exercise price of $12.00 per share, which will vest in its entirety on January 1, 2023 and has a five-year term; (iv) supplemental bonus compensation of stock options to purchase up to 6,000,000 shares of common stock at an exercise price ranging between $6.00 and $8.00 per share, determined based on the achievement of specified market capitalizations of the Company, as described further below, which will have a five-year term; (v) supplemental bonus compensation such that, in the event the Company achieves a $10.0 billion valuation, for each valuation increase of $1.0 billion up to $30.0 billion Company’s valuation, Mr. Kohen will receive an option to purchase 500,000 shares at an exercise price of $12.00 per share; (vi) supplemental bonus compensation of stock options to purchase up to 4,000,000 shares of common stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the achievement of specified market capitalizations of the Company, as provided by the previous chairman agreement and described further below; and (vii) incentive compensation equal to 0.5% of the Company’s gross revenue, which will be paid in cash, stock and/or options on an annual basis. In the event the Company exceeds a $30.0 billion valuation, the Company and Mr. Kohen will negotiate a mutually acceptable amendment to the Chairman Agreement.

Mr. Kohen is eligible for the following supplemental bonus compensation under the Chairman Agreement (in addition to the supplemental bonus compensation described in clause (v) above): (i) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the Company achieving each of the following market capitalizations: $500.0 million, $1.0 billion, $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the Company achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (iii) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the Company achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Mr. Kohen additionally remains eligible to receive the following supplemental bonus compensation, pursuant to the prior chairman agreement: (i) options to purchase 500,000 shares of common stock at $3.00 per share, upon the Company achieving each of the following market capitalizations: $300.0 million, $500.0 million and $750.0 million; (ii) options to purchase 500,000 shares of common stock at $4.00 per share, upon the Company achieving each of the following market capitalizations: $1.0 billion, $1.5 billion and $2.0 billion; and (iii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the Company achieving each of the following market capitalizations: $2.5 billion and $3.0 billion. As of the date of this prospectus, the following options have vested: (i) options to purchase 1.5 million shares at an exercise price of $3.00 per share, (ii) options to purchase 500,000 shares at an exercise price of $4.00 per share; and (iii) options to purchase 1.0 million shares at an exercise price of $6.00 per share.

Mr. Kohen is also entitled to receive a car allowance of $1,000 per month, reimbursement for cell phone costs and expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties. In addition, in the event Mr. Kohen invents additional new products and applications for the Company, including products based on the Company’s existing intellectual property, Mr. Kohen will be entitled to receive additional compensation, which will be determined by the board of directors.

Pursuant to the Chairman Agreement, Mr. Kohen may be terminated for “cause,” which is defined as an act of fraud, embezzlement or theft; a material violation of the Chairman Agreement by Mr. Kohen that is not cured within 60 days of written notice; and Mr. Kohen’s death, disability or incapacity. During the initial term of the Chairman Agreement, if Mr. Kohen is terminated without cause, (i) the Company will pay Mr. Kohen an amount calculated by multiplying Mr. Kohen’s monthly salary at the time of such termination by the number of months remaining in the initial term; (ii) Mr. Kohen’s annual equity compensation will vest on a pro rata basis; and (iii) Mr. Kohen will receive full payment of all unpaid incentive compensation. Following the expiration of the initial term, the Chairman Agreement may be terminated by the board of directors at its discretion, in which case Mr. Kohen will receive full payment for all incentives and will be entitled to compensation for his invented products. Mr. Kohen may terminate the Chairman Agreement at his discretion by providing at least 90 days’ prior written notice to the Company. In the event Mr. Kohen’s employment is terminated by reason of his death, the Company will pay Mr. Kohen’s beneficiaries 12 months of Mr. Kohen’s base salary or Mr. Kohen’s base salary through the remainder of the year in which Mr. Kohen’s death occurs, whichever is greater, and all annual stock compensation, incentive compensation and supplemental bonus compensation due to Mr. Kohen will be bequeathed to his beneficiaries.

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In the event the Company is acquired, is the non-surviving party in a merger or sells all or substantially all of its assets, the Chairman Agreement will not be terminated, and the Company will ensure that the transferee or surviving company is bound by the provisions of the Chairman Agreement. All shares granted and any other compensation will vest and be paid immediately.

Patricia Barron (Chief Operations Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with Patricia Barron, its Chief Operations Officer (the “Barron Agreement”), which superseded Ms. Barron’s previous employment agreement effective July 1, 2016. The Barron Agreement provided for an initial term of one year, which term may be, and has been, renewed by the mutual agreement of Ms. Barron and the Company. Subject to other customary terms and conditions of such agreements, the Barron Agreement provides that Ms. Barron will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 100,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; and (iii) cash incentive compensation equal to 0.25% of the Company’s net revenue, payable on an annual or quarterly basis. Ms. Barron is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of her duties.

Pursuant to the Barron Agreement, Ms. Barron may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of her employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Barron Agreement by Ms. Barron that is not cured within 30 days of written notice; and Ms. Barron’s death, disability or incapacity. Following the expiration of the initial term, the Barron Agreement may be terminated by the board of directors at its discretion, in which case Ms. Barron will receive one month of her then-applicable annual base salary for every year of employment by the Company, as well as any unpaid incentive compensation. In addition, Ms. Barron may terminate the Barron Agreement at her discretion by providing at least 30 days’ prior written notice to the Company.

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Barron Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Barron Agreement. All shares granted will vest immediately.

Steven M. Schmidt (President)

The Company initially entered into a consultant agreement with Steven M. Schmidt on August 20, 2019, as amended June 1, 2021 (as amended, the “Schmidt Agreement”), pursuant to which amendment Mr. Schmidt agreed to serve as the Company’s President. The Schmidt Agreement provides for a three-year term, which may be renewed upon the signed written consent of the Company and Mr. Schmidt. Subject to other customary terms and conditions of such agreement, the Schmidt Agreement provides that Mr. Schmidt will receive: (i) a five-year option to purchase 60,000 shares of common stock at an exercise price of $0.10 per share, which will vest in three equal annual installments on each of October 1, 2020, 2021 and 2022; (ii) a five-year option to purchase 60,000 shares of common stock at an exercise price of $6.00 per share, which will vest in three equal annual installments on each of October 1, 2020, 2021 and 2022; (iii) a stock bonus of 20,000 shares that will be payable upon achievement of certain sales program goals; (iv) a signing bonus of 25,000 shares of common stock; (v) a five-year option to purchase 100,000 shares of common stock at an exercise price of $12.00 per share, which vests in four equal annual installments on each of June 1, 2021, 2022, 2023 and 2024 (which includes a signing bonus of options to purchase 25,000 shares); and (vi) an annual grant of 25,000 shares of common stock on each of June 1, 2022, 2023 and 2024. Mr. Schmidt may be eligible to receive additional bonus compensation as determined by the Company.

Pursuant to the Schmidt Agreement, Mr. Schmidt may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform his duties that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Schmidt Agreement by Mr. Schmidt that is not cured within 30 days of written notice; Mr. Schmidt’s death, disability or incapacity; willful misconduct that damages the Company, its reputation, products, services or customers; and being charged with a felony or misdemeanor involving moral turpitude. The Company may terminate the Schmidt Agreement at any time, in which case Mr. Schmidt will immediately receive all shares of common stock provided for under the Schmidt Agreement and all options provided for will immediately vest. Mr. Schmidt may terminate the Schmidt Agreement at his discretion by providing at least 30 days’ prior written notice to the Company.

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In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the provisions and rights provided for in Schmidt Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Schmidt Agreement. All shares granted will vest immediately.

Stock Incentive Plans

2018 Stock Incentive Plan (as Amended and Restated)

The board of directors initially approved the 2018 Plan on April 26, 2018, and in each of August 2019 and November 2021, the board of directors approved the amendment and restatement of the 2018 Plan.

Under the 2018 Plan, the board has the sole authority to implement, interpret and administer the 2018 Plan, unless the board delegates (i) all or any portion of its authority to implement, interpret and/or administer the 2018 Plan to a committee of the board, or (ii) the authority to grant and administer awards, subject to certain conditions, under the 2018 Plan to an officer of the Company. The 2018 Plan relates to the issuance of up to 10,000,000 shares of common stock, subject to adjustment, and will terminate on April 26, 2028, unless earlier terminated. No single participant under the 2018 Plan may receive more than 25% of all options awarded in a single year.

Any employee of the Company or an affiliate, a director or a consultant to the Company or an affiliate may be an “Eligible Person” under the 2018 Plan. The 2018 Plan provides Eligible Persons the opportunity to participate in the enhancement of stockholder value by the award of options and common stock, granted as stock bonus awards, restricted stock awards, deferred share awards and performance-based awards, under the 2018 Plan. The Company may make payment of bonuses and/or consulting fees to certain Eligible Persons in options and common stock, or any combination thereof.

The board, or the appropriate committee, may, among other things, prescribe the form, and terms and conditions, of the agreement governing awards granted under the 2018 Plan and adopt, amend and rescind policies and procedures pertaining to the administration of the 2018 Plan.

Stock Options

The board, or the appointed committee, shall have sole and absolute discretionary authority (i) to determine, authorize and designate those persons pursuant to the 2018 Plan who are to receive options under the 2018 Plan, (ii) to determine the number of shares of common stock to be covered by such options and the terms thereof, (iii) to determine the type of option granted, and (iv) to determine other such details concerning the vesting, termination, exercise, transferability and payment of such options. Options will be granted in accordance with such determinations as evidenced by a written option agreement.

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Bonus and Restricted Stock Awards

The board, or the applicable committee, may, in its sole discretion, grant awards of common stock in the form of bonus awards and restricted stock awards. The terms and conditions of each stock award agreement may change from time to time and need not be uniform with respect to Eligible Persons, and the terms and conditions of separate stock award agreements need not be identical.

Deferred Stock Awards

The board, or the committee, may authorize grants of shares of common stock to be received at a future date upon such terms and conditions as the board, or the committee, may determine. Such awards will be conferred upon the Eligible Person as consideration for the performance of services and subject to the fulfillment of specified conditions during the deferral period. The terms and conditions of each deferred stock award agreement may change from time to time and need not be uniform with respect to Eligible Persons, and the terms and conditions of separate deferred stock award agreements need not be identical.

Performance Share Awards

The board, or the committee, may authorize grants of shares of common stock, which will become payable upon the achievement of specified performance objectives, upon such terms and conditions as the board, or the committee, may determine. Such awards shall be conferred upon the Eligible Person upon the achievement of specified performance objectives during a specified performance period, such objectives and period being set forth in the grant. Such grants may include a minimum acceptable level of achievement and/or a formula for measuring and determining the number of performance shares to be issued if performance exceeds the threshold level but does not meet a maximum achievement level. The terms and conditions of each performance share award may change from time to time and need not be uniform with respect to Eligible Persons, and the terms and conditions of separate performance share award agreements need not be identical.

Adjustments

If the Company effects a subdivision or consolidation of its shares or other capital readjustment, the payment of a stock dividend or other increase or reduction of the number of shares of common stock outstanding, without receiving consideration therefore in money, services or property, then (i) the number, class and per share price of shares of common stock subject to outstanding options and other awards under the 2018 Plan and (ii) the number of and class of shares then reserved for issuance under the 2018 Plan and the maximum number of shares for which awards may be granted to an Eligible Person during a specified time period will be appropriately and proportionately adjusted. The board, or a committee, will make such adjustments, and its determinations will be final, binding and conclusive.

Change in Control

If the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while options or stock awards remain outstanding under the 2018 Plan, unless provisions are made in connection with such transaction for the continuance of the 2018 Plan and/or the assumption or substitution of such options or stock awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding options and stock awards that have not been continued or assumed, or for which a substituted award has not been granted, will, whether or not vested or then exercisable, unless otherwise specified in the stock option or stock award agreement, terminate immediately as of the effective date of any such merger, consolidation or sale.

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Federal Income Tax Consequences

Subject to other customary terms, the Company may, prior to certificating any common stock, deduct or withhold from any payment pursuant to a stock option or stock award agreement an amount that is necessary to satisfy any withholding requirement of the Company that the Company believes, in good faith, is necessary in connection with U.S. federal, state or local taxes as a consequence of the issuance or lapse of restrictions on such common stock.

2015 Stock Incentive Plan

The Company previously granted equity awards under the 2015 Plan, which contained substantially the same terms as the 2018 Plan, described above. The Company no longer grants awards under the 2015 Plan as it was replaced by the 2018 Plan.

2021 Stock Incentive Plan

The 2021 Plan was adopted by our board of directors in December 2021 and approved by our stockholders in                and will become effective immediately prior to, and subject to, the effectiveness of the registration statement of which this prospectus forms a part (the “Effective Date”). The following provides a summary of the 2021 Plan.

Eligibility and Types of Awards

The 2021 Plan authorizes the grant of equity-based compensation awards to those employees of, and consultants to, the Company and its subsidiaries who are selected by the compensation committee, and the 2021 Plan also authorizes the compensation committee to grant awards to non-employee directors of the Company. Awards under the 2021 Plan may be granted in the form of stock options, stock appreciation rights (sometimes referred to as “SARs”), restricted shares, restricted share units, and other share-based awards.

Administration

The compensation committee, which will be comprised of non-employee directors, will administer awards granted under the 2021 Plan. To the extent permitted by applicable law, the compensation committee may delegate its authority to one or more officers or directors of the Company. Further, the board of directors may reserve to itself any of the compensation committee’s authority and may act as the administrator of the 2021 Plan.

Shares Available

Subject to adjustments as described below, the total number of shares that may be delivered under the 2021 Plan will not exceed 20,000,000 shares (all of which potentially may be issued pursuant to awards of incentive stock options). Shares tendered or withheld to pay the exercise price of a stock option or to cover tax withholding, and shares repurchased by the Company with stock option proceeds, will not be added back to the number of shares available under the 2021 Plan. Upon exercise of any stock appreciation right that may be settled in shares, the full number of shares subject to that award will be counted against the number of shares available under the 2021 Plan, regardless of the number of shares used to settle the stock appreciation right upon exercise. To the extent that any award under the 2021 Plan or any award granted under the 2018 Plan prior to the effectiveness of the 2021 Plan is forfeited, canceled, surrendered, or terminated without the issuance of shares or an award is settled only in cash, the shares subject to such awards granted but not delivered will be added to the number of shares available for awards under the 2021 Plan. Shares available for awards under the 2021 Plan may consist of authorized and unissued shares, treasury shares (including shares purchased by the Company in the open market) or a combination of the foregoing.

Stock Options

Subject to the terms and provisions of the 2021 Plan, options to purchase shares may be granted to eligible individuals at any time and from time to time as determined by the compensation committee. Options may be granted as incentive stock options (to employees only) or as nonqualified stock options. The compensation committee will determine the number of options granted to each recipient. Each option grant will be evidenced by an award agreement that specifies whether the options are intended to be incentive stock options or nonqualified stock options and such additional limitations, terms and conditions as the compensation committee may determine, consistent with the provisions of the 2021 Plan.

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The exercise price for each stock option may not be less than 100% of the fair market value of a share of common stock on the date of grant, and each stock option shall have a term no longer than 10 years. Stock options granted under the 2021 Plan may be exercised by such methods and procedures as determined by the compensation committee from time to time.

Stock Appreciation Rights

The compensation committee in its discretion may grant SARs under the 2021 Plan. A SAR entitles the holder to receive from the Company upon exercise an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares that are the subject of such SAR over the aggregate exercise price for the underlying shares. The exercise price for each SAR may not be less than 100% of the fair market value of a share on the date of grant, and each SAR shall have a term no longer than 10 years.

The Company may make payment in settlement of the exercise of a SAR by delivering shares, cash or a combination of shares and cash as set forth in the applicable award agreement. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such additional limitations, terms and conditions as the compensation committee may determine, consistent with the provisions of the 2021 Plan.

Restricted Shares

Under the 2021 Plan, the compensation committee may grant or sell restricted shares to participants (i.e., shares that are subject to a substantial risk of forfeiture based on continued service and/or the achievement of performance objectives and that are subject to restrictions on transferability) under the 2021 Plan. Except for these restrictions and any others imposed by the compensation committee, upon the grant of restricted shares, the recipient generally will have rights of a stockholder with respect to the restricted shares, including the right to vote the restricted stock and to receive dividends and other distributions paid or made with respect to the restricted shares. However, any dividends payable with respect to unvested restricted shares will be accumulated or reinvested in additional restricted shares until the vesting of the award. During the applicable restriction period, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted shares. Each award of restricted shares will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions, which may include restrictions based upon the achievement of performance objectives, as the compensation committee may determine.

Restricted Share Units

The compensation committee may grant or sell restricted share units to participants under the 2021 Plan. Restricted share units constitute an agreement to deliver shares (or an equivalent value in cash) to the participant at the end of a specified restriction period and/or upon the achievement of specified performance objectives, subject to such other terms and conditions as the compensation committee may specify, consistent with the provisions of the 2021 Plan. Restricted share units are not common shares and do not entitle the recipients to any of the rights of a stockholder. Restricted share units will be settled in cash, shares or a combination of cash and shares. Each restricted share unit award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the compensation committee may determine, which may include restrictions based upon the achievement of performance objectives.

Other Share-Based Awards

The compensation committee may grant other share-based awards to participants under the 2021 Plan. Other share-based awards are awards that are valued in whole or in part by reference to shares of common stock, or are otherwise based on the value of the common stock, such as unrestricted shares or time-based or performance-based units that are settled in shares and/or cash. Each other share-based award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the compensation committee may determine, consistent with the provisions of the 2021 Plan.

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Dividend Equivalents

As determined by the compensation committee in its discretion, restricted share units and other share-based awards may provide the participant with a deferred and contingent right to receive dividend equivalents, either in cash or in additional shares. Any such dividend equivalents will be accumulated or deemed reinvested until such time as the underlying award becomes vested (including, where applicable, vesting based on the achievement of performance objectives). No dividend equivalents may be granted with respect to shares underlying any stock option or SAR.

Change in Control

If a participant is a party to an employment, retention, change in control, severance or similar agreement with the Company or a subsidiary that addresses the effect of a change in control on the participant’s awards, then that agreement will control the treatment of the participant’s awards under the 2021 Plan in the event of a change in control. In all other cases, the compensation committee retains the discretion to determine the treatment of awards granted under the 2021 Plan in the event of a change in control. For example, the compensation committee may determine (without the consent of any participant) to accelerate the vesting of any award (in whole or in part), to make cash payments in cancellation of vested awards, or to cancel any stock options or SARs without consideration if the price per share in the change of control transaction does not exceed the exercise price per share of the applicable award.

The 2021 Plan generally defines a change in control to include the acquisition of more than 50% of the Company’s then-outstanding common stock, other than acquisitions directly from, or by, the Company or by any employee benefit plan sponsored or maintained by the Company, and the consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the Company’s assets, unless, following such transaction, the Company’s stockholders own more than 50% of the common stock of the resulting entity in substantially the same proportions as their ownership of the Company’s common stock prior to the transaction, no stockholder beneficially owns, directly or indirectly, 50% or more of the outstanding common stock of the entity resulting from such transaction (except to the extent that such ownership existed prior to the transaction), and at least a majority of the members of the board of directors of the resulting entity were members of the Company’s board of directors at the time of the transaction. The 2021 Plan contains the complete, detailed definition of change in control.

Adjustments

In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, the compensation committee will adjust the number and kind of shares that may be delivered under the 2021 Plan, the number and kind of shares subject to outstanding awards and the exercise price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation or similar transaction, the compensation committee may, in its discretion, make such an equitable adjustment, to prevent dilution or enlargement of rights. However, unless otherwise determined by the compensation committee, the number of shares subject to any award will always be rounded down to a whole number. Moreover, in the event of any such transaction or event, the compensation committee, in its discretion, may provide in substitution for any or all outstanding awards such alternative consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced.

The compensation committee, in its sole discretion, may also provide at any time for the exercisability of outstanding stock options and SARs, the lapse of time-based vesting restrictions and the satisfaction of performance objectives applicable to outstanding awards, or the waiver of any other limitation or requirement under any awards.

Transferability

Except as the compensation committee otherwise determines, awards granted under the 2021 Plan will not be transferable by a participant other than by will or the laws of descent and distribution. Except as otherwise determined by the compensation committee, stock options and SARs will be exercisable during a participant’s lifetime only by him or her or, in the event of the participant’s incapacity, by his or her guardian or legal representative. Any award made under the 2021 Plan may provide that any shares issued as a result of the award will be subject to further restrictions on transfer.

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No Repricing of Stock Options or Stock Appreciation Rights

Except in connection with an adjustment involving a change in capitalization or other corporate transaction or event as provided for in the 2021 Plan, the compensation committee may not authorize the amendment of any outstanding stock option or stock appreciation right to reduce the exercise price, and no outstanding stock option or stock appreciation right may be cancelled in exchange for stock options or stock appreciation rights having a lower exercise price, or for another award or for cash, without the approval of the Company’s stockholders.

Compensation Recovery Policy

Awards granted under the 2021 Plan shall be subject to forfeiture or recoupment pursuant to any compensation recovery policy that the Company may adopt in the future.

Term of the 2021 Plan; Amendment and Termination

No awards may be granted under the 2021 Plan after the date that is 10 years from the Effective Date, or such earlier date as the 2021 Plan may be terminated by the board of directors. The board of directors may, without stockholder approval, amend or terminate the 2021 Plan, except in any respect as to which stockholder approval is required by the 2021 Plan, by law, regulation or the rules of an applicable stock exchange.

Termination or Change in Control Benefits

Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a qualifying termination and/or a change in control of our Company. Our named executive officers’ employment agreements entitle them to certain benefits upon certain terminations or in connection with a change in control of the Company. For additional discussion, see “Agreements with Named Executive Officers” above.

Each of our named executive officers holds equity awards that were granted subject to the general terms and termination and change in control provisions of our Incentive Plans. The forms of agreements governing outstanding awards granted under the Incentive Plans contain additional such provisions. For additional discussion, please see “2018 Stock Incentive Plan (as Amended and Restated)” and “2021 Stock Incentive Plan” above.

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DIRECTOR COMPENSATION

Director Compensation

We do not pay cash compensation to our non-employee directors for service on our board. Our non-employee directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board members. Directors who are employed by us do not receive compensation for service on our board of directors.

As compensation for service on our board during 2021, each non-employee director was entitled to receive, effective December 31, 2021, 20,000 shares of common stock and five-year options to purchase 25,000 shares of common stock, which vest on the effective date of grant, have an exercise price of $12.00 per share and expire December 31, 2026. As compensation for his role as chairman of the audit committee and for his service on the corporate development committee, Mr. Sokolow was additionally eligible to receive 4,000 shares of common stock and five-year options to purchase 75,000 shares of common stock, which vest on the effective date of grant, have an exercise price of $12.00 and expire December 31, 2026.

As compensation for service on our board during 2020, each non-employee director was entitled to receive, effective December 31, 2020, 15,000 shares of common stock and five-year options to purchase 25,000 shares of common stock, which vest on the effective date of grant, have an exercise price of $12.00 per share and expire December 31, 2025. As compensation for his role as chairman of the audit committee and for his service on the corporate development committee, Mr. Sokolow was additionally eligible to receive 4,000 shares of common stock and five-year options to purchase 75,000 shares of common stock, which vest on the effective date of grant, have an exercise price of $12.00 and expire December 31, 2025. In addition, as compensation for service on our board during 2019, each non-employee director was entitled to receive, effective as of January 1, 2020, 20,000 shares of common stock and five-year options to purchase 25,000 shares of common stock, which vest on the effective date of grant, have an exercise price of $12.00 per share and expire January 1, 2025. Mr. Sokolow was additionally eligible to receive the same additional compensation as for his 2019 committee service.

Director Compensation Table

The following table summarizes the compensation paid to each non-employee director who served during the fiscal year ended December 31, 2021 and 2020. All compensation earned by Mr. Kohen during 2021 and 2020 has been reported in the “Summary Compensation Table” above under “Executive Compensation.”

Name	Year	Fees earned or paid in cash ($)		Stock awards ($)(1)		Option awards ($)(1)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Phillips S. Peter	2021		—		60,000		—		—		—		—		60,000
	2020		—		117,000		61,430		—		—		—		178,430
Thomas J. Ridge	2021		—		60,000		—		—		—		—		60,000
	2020		—		117,000		62,895		—		—		—		179,895
Dov Shiff	2021		—		60,000		—		—		—		—		60,000
	2020		—		105,000		61,430		—		—		—		166,430
Leonard J. Sokolow	2021		—		72,000		—		—		—		—		72,000
	2020		—		129,000		227,069		—		—		—		356,069

(1) The table reflects the grant date fair value, as computed in accordance with Topic 718, of the restricted share awards and options granted to directors in fiscal year 2021 and 2020. The value of the options granted during 2021 was $0, as the exercise price of such options was higher than the market value of our common stock. The assumptions used to determine the valuation of the awards are discussed in Note 2 and Note 11 to our consolidated financial statements for the year ended December 31, 2020.

There were no unvested stock or option awards held by non-employee directors as of December 31, 2021 or 2020.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions or series of transactions since January 1, 2018, to which we were or will be a party, in which:

● the amount involved in the transaction exceeds the lesser of (i) $120,000 or (ii) 1% of the average of our total assets at year end for the last two completed fiscal years; and

● in which any of our executive officers, directors, director nominees or holders of 5% or more of any class of our voting capital stock, or any immediate family member of any of the foregoing, had or will have a direct or indirect material interest.

Officer and Director Compensation

Compensation arrangements for our named executive officers and our directors are described elsewhere in this prospectus under “Director Compensation” and “Executive Compensation.”

Notes Payable

In February 2016, Dov Shiff, a member of our board, loaned the Company $500,000, which amount was repaid.

In April 2016, we entered into a $10,000,000 secured loan pursuant to a promissory note between us and NBG, to support our working capital needs, which was later revised pursuant to a 2018 agreement with NBG. In December 2021, we entered into a new secured promissory note with NBG, in the amount of approximately $5.9 million, which amended and replaced the prior promissory note. Gary N. Golden, a director nominee, served as Chief Financial Officer at NBG Home, an affiliate of NBG, from 2013 to 2019. For additional information regarding the note with NBG, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In September 2020, Leonard J. Sokolow, a member of the Company’s board of directors, entered into a securities purchase agreement with the Company, pursuant to which Mr. Sokolow agreed to purchase a three-year subordinated convertible promissory note in the principal face amount of $250,000. Subject to other customary terms, the note matures on September 22, 2023 and accrues interest at a rate of 6% per annum, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the note is convertible at the option of the holder into shares of common stock at a conversion price of $15.00 per share. Upon notice to the holder, the Company may prepay, in whole or in part, the outstanding balance of the note at any time prior to the maturity date; provided, that the holder has the right to convert the note into shares of common stock in lieu of prepayment. Upon the occurrence of certain events of default and written notice from the holder, the note will become immediately due and payable and, until paid in full, will bear interest at a rate of 12% per annum. As of both September 30, 2021 and December 31, 2020, the outstanding balance under the note was $250,000.

In October 2020, Sky Technology Partners, LLC, the managing member of which is Steven Siegelaub, who, with his affiliates, is a greater than 5% holder of the Company’s common stock, entered into a securities purchase agreement with the Company, pursuant to which Sky Technology Partners, LLC agreed to purchase a three-year subordinated convertible promissory note in the principal face amount of $300,000. The note matures on October 30, 2023, and the terms of this note are substantially the same as the September 2020 note purchased by Mr. Sokolow. As of both September 30, 2021 and December 31, 2020, the outstanding balance under the note was $300,000.

In November 2020, Shiff Group Investments Ltd., of which Mr. Shiff is the President and Chief Executive Officer, entered into a securities purchase agreement with the Company, pursuant to which Mr. Shiff agreed to purchase a three-year subordinated convertible promissory note in the principal face amount of $600,000. The note matures on November 3, 2023, and the terms of this note are substantially the same as the September 2020 note purchased by Mr. Sokolow. As of both September 30, 2021 and December 31, 2020, the outstanding balance under the note was $600,000.

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In November 2020, John Campi, our Chief Executive Officer, entered into a securities purchase agreement with the Company, pursuant to which Mr. Campi agreed to purchase a three-year subordinated convertible promissory note in the principal face amount of $100,000. The note matures on November 10, 2023, and the terms of this note are substantially the same as the September 2020 note purchased by Mr. Sokolow. As of both September 30, 2021 and December 31, 2020, the outstanding balance under the note was $100,000.

Newbridge Securities Corporation

In October 2018, the Company entered into an investment banking agreement with Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide business development, consulting and advisory services, including capital raising and placement agency services, to the Company. This agreement is renewed periodically and remains in effect as of the date of this prospectus. Leonard J. Sokolow, a member of the Company’s board of directors, is the Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of Newbridge Securities Corporation, its broker dealer subsidiary. In connection with entering into the agreement, the Company paid Newbridge Securities Corporation a $25,000 fee and agreed to issue shares of common stock equal to $50,000, which were paid as of December 31, 2020.

Pursuant to the agreement, the Company agreed to pay placement agent fees equal to 8.0% of the gross purchase price upon closing of sales of the Company’s equity securities and 4.0% upon closing of any line of credit, secured or unsecured term loan or other non-convertible debt facility arranged by Newbridge Securities Corporation for the Company. Upon the closing of any such equity or debt transaction, the Company agreed to issue to Newbridge Securities Corporation, or its permitted assigns, warrants to purchase: (i) in an equity transaction, 10% of the sum of (A) the number of shares of common stock issued by the Company and (B) the number of shares of common stock issuable by the Company upon the exercise or conversion of convertible securities issued; and (ii) in a debt transaction, 10% of the facility amount, divided by a per share price equal to the last equity, warrants or options issued by the Company at the time of closing. The agreement further provides, among other things, that such warrants will contain provisions providing for cashless exercise, price protection and piggyback registration rights and will not be callable or redeemable by the Company.

The agreement also provides for sales commission with respect to certain agreements, including territorial licenses, marketing agreements and commercial contracts. If the transaction is with an organization located, identified or introduced by Newbridge Securities Corporation, the Company is required to pay Newbridge Securities Corporation a $75,000 fee at closing, plus 1% of the net revenues received by the Company, payable quarterly during the contract’s term. If the Company requested Newbridge Securities Corporation assist with closing the transaction, the Company is required to pay Newbridge Securities Corporation a $50,000 fee at closing, plus 0.25% of the net revenues received by the Company, payable quarterly for the lesser of five years or the contract’s term.

For investors introduced by the Company, the compensation payable to Newbridge Securities Corporation will be 50% of the then-applicable fees for an investor introduced by Newbridge Securities Corporation. For investors introduced by a third party, the fee payable to Newbridge Securities Corporation will be mutually agreed upon by the Company and Newbridge Securities Corporation.

Pursuant to the agreement, as of December 21, 2021, the Company has paid Newbridge Securities Corporation an aggregate of $609,472 in placement agent fees (not including expenses). In March 2021, effective as of December 31, 2020, the Company issued 10,000 shares to Newbridge Securities Corporation and its affiliates pursuant to the agreement, of which Newbridge Securities Corporation received 3,600 shares and Mr. Sokolow received 4,500 shares. In addition, on December 31, 2020, the Company issued three-year warrants to purchase an aggregate of up to 14,375 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “2020 Newbridge Warrants”), including warrants to purchase up to 5,674 shares and 4,469 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. In addition, during 2021, the Company issued the following three-year warrants with an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company): (i) warrants dated October 26, 2021 to purchase an aggregate of up to 3,750 shares of common stock, including warrants to purchase up to 725 shares and 1,088 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (ii) warrants dated November 29, 2021 to purchase an aggregate of up to 12,501 shares of common stock, including warrants to purchase up to 2,250 shares and 3,375 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iii) warrants dated December 2021 to purchase an aggregate of up to 4,167 shares, including warrants to purchase up to 749 shares and 1,125 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iv) warrants dated December 2021 to purchase an aggregate of up to 50,000 shares, including warrants to purchase up to 8,999 shares and 13,500 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, and (v) warrants dated December 2021 to purchase an aggregate of up to 19,267 shares, including warrants to purchase up to 3,468 shares and 5,202 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively (all 2021 warrants collectively, the “2021 Newbridge Warrants” and, together with the 2020 Newbridge Warrants, the “Newbridge Warrants”). The Newbridge Warrants may be exercised, in whole or in part, at any time on or prior to the third anniversary of the effective date of the warrant. Among other terms, the Newbridge Warrants provide for cashless exercise if, one year following the effective date of the warrant, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Newbridge Warrants, as well as certain anti-dilution rights. The Newbridge Warrants also provide for certain piggyback registration rights, subject to certain exceptions, including, for the 2021 Newbridge Warrants, if the registration statement is for an initial public offering, such that, if the Company registers any of its securities either for its own account or for the account of other security holders, the holders of the Newbridge Warrants are entitled to include their shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering.

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An employee of Newbridge Securities Corporation provides services to the Company in connection with preparation for this initial public offering pursuant to an investment banking engagement agreement, entered into in May 2021, between the Company and Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide certain corporate advisory services. The agreement has a 12 month term, during which the Company will pay Newbridge Securities Corporation’s pre-approved expenses. The Company will also pay a $500,000 corporate advisory fee, in the form of restricted common stock, upon successful listing of the Company’s common stock on a U.S. national securities exchange. The number of shares issued will be determined based on the initial offering price in the offering, and such shares will be subject to a six-month lock-up provision. The Company will be required to pay such fee if it successfully lists on an exchange during the term of the agreement or within nine months following expiration of the term.

The Company entered into a separate investment banking engagement agreement in May 2021 with Newbridge Securities Corporation relating to merger and acquisition services. The agreement has a 12 month term, which will be automatically extended on a month-to-month basis if negotiations or discussions are ongoing at the end of the term. The Company will pay Newbridge Securities Corporation’s pre-approved reasonable expenses during the term. Upon closing of a merger or acquisition transaction facilitated by Newbridge Securities Corporation, the Company will pay, in equity, a transaction fee equal to 2.0% of the aggregate consideration (as defined in the agreement) of such transaction. The equity received will be subject to a six-month leak-out provision. The Company will be required to pay the transaction fee after expiration of the agreement or if the Company terminates the agreement without cause (as defined in the agreement), if the Company (i) completes a merger or acquisition transaction with a party identified by Newbridge Securities Corporation within 12 months of such termination or (ii) enters into an agreement contemplating a merger or acquisition with a party identified by Newbridge Securities Corporation during the term of the agreement or the following 12 months, which agreement is ultimately consummated.

Engagement Letter

In June 2021, the Company entered into the engagement letter with Benchmark, which provided that Newbridge Securities Corporation had the option to act as an underwriter for this offering.

Bridge Line Ventures

The Company and Bridge Line Ventures, LLC Series ST-1 (“Bridge Line Ventures”), the manager of which is Bridge Line Advisors, LLC, of which Leonard J. Sokolow, a member of our board of directors, is Chief Executive Officer and President, entered into the following stock purchase agreements (collectively, the “Bridge Line SPAs”):

● Stock Purchase Agreement, dated February 26, 2021, as amended March 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 25,373 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated March 30, 2021, as amended April 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 37,500 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated April 30, 2021, as amended June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 2,084 shares of common stock at a purchase price per share of $12.00.

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● Stock Purchase Agreement, dated June 30, 2021, as amended August 31, 2021, pursuant to which Bridge Line Ventures purchased 150,000 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated August 31, 2021, pursuant to which Bridge Line Ventures purchased 16,667 shares of common stock at a purchase price per share of $12.00.

Each of the Bridge Line SPAs contains substantially the same terms. Among other things, the Bridge Line SPAs contain anti-dilutive price protection measures, which apply for 24 months following the date of closing of the Bridge Line SPAs, subject to certain exceptions, and provide for certain piggyback registration rights, such that, subject to certain exceptions, including if the registration statement is for an initial public offering, if the Company registers any of its securities either for its own account or for the account of other security holders, Bridge Line Ventures is entitled to include its shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering. In addition, the Company may require Bridge Line Ventures agree to a six month lock-up of its shares following the effective date of the applicable registration statement.

The Bridge Line SPAs also contain a standstill provision pursuant to which Bridge Line Ventures agreed to certain restrictions related to the Company for three years following the effective date of each of the Bridge Line SPAs, including, among other things, prohibitions on, either alone or together with any other person, acquiring additional shares of the Company’s common stock or any of its assets, soliciting proxies or seeking representation on our board of directors, unless the Company agrees to such actions in writing. For additional information, see “Description of Capital Stock.”

In addition, on each of June 30, 2021 and August 31, 2021, pursuant to the Bridge Line SPAs, Bridge Line Ventures received a three-year warrant to purchase up to 214,957 and 16,667 shares of the Company’s common stock, respectively, at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “Bridge Line Ventures Warrants”). The Bridge Line Ventures Warrants may be exercised, in whole or in part, at any time on or prior to June 30, 2024 or August 31, 2024, respectively. Among other terms, the Bridge Line Ventures Warrants provide for cashless exercise of the Bridge Line Ventures Warrants if, after June 30, 2022 or August 31, 2022, respectively, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Bridge Line Ventures Warrants. In addition, the Bridge Line Ventures Warrants contain certain piggyback registration rights, which are substantially the same as those provided in by the Bridge Line SPAs.

Other Options and Warrants

In May 2018, effective April 19, 2017, the Company granted an option to purchase 100,000 shares of common stock to Steven Siegelaub, of which 50,000 options have an exercise price of $3.00 per share and vested on June 30, 2017 and 50,000 options have an exercise price of $4.00 per share and vested on December 31, 2017. Such options were granted under the 2015 Plan and expire in April 2027. Mr. Siegelaub, together with his affiliates, is a greater than 5% holder of our common stock.

In September 2018, Enterprise 2013, LLC exercised in full a warrant received in May 2014 connection with a previous private placement and acquired 185,208 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $69,453. As the managing member of Enterprise 2013, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In October 2018 and November 2018, Strul Associates Limited Partnership exercised in full a warrant purchased in a May 2016 private placement and acquired 1,000,000 and 350,000 shares of common stock, respectively, at an exercise price of $3.00 per share, for an aggregate purchase price of $4,050,000. Strul Associates Limited Partnership is a greater than 5% holder of our common stock.

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In December 2018 and May 2019, Dov Shiff exercised in full a warrant purchased in a May 2014 private placement and acquired 533,334 and 1,156,666 shares of common stock, respectively, at an exercise price of $0.375 per share. Of the aggregate shares acquired, 1,250,000 shares were issued to Mr. Shiff and 20,000 shares were issued to Mr. Shiff’s spouse, with the remaining shares issued to other individuals. Mr. Shiff is a member of our board of directors.

In May 2019, Safety Investors 2014, LLC exercised in full a warrant purchased in a May 2014 private placement and acquired 650,000 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $243,750. As the managing member of Safety Investors 2014, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In May 2019, Investment 2013 LLC exercised in full a warrant purchased in a November 2013 private placement and acquired 194,132 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $72,800. As the managing member of Investment 2013 LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In June 2020, the Company issued a three-year volume warrant to purchase up to 1,125,000 shares of common stock to Strul Associates Limited Partnership, pursuant to a May 2016 private placement. The exercise price was $3.00 if exercised prior to June 1, 2021, $3.25 if exercised on or after June 1, 2021 and prior to June 1, 2022 and $3.50 if exercised on or after June 1, 2022 through June 1, 2023 (in each case, subject to adjustment, including in the event of certain subsequent equity sales by the Company). The warrant was exercisable in whole or in part at any time prior to or on June 1, 2023. In December 2020, Strul Associates Limited Partnership exercised the warrant in full and acquired an aggregate of 1,012,500 shares of common stock, including 675,000 shares of common stock for an aggregate purchase price of $2,025,000 and a net total of 337,500 shares of common stock pursuant to a cashless exercise of the remainder of the warrant.

In November 2021, Investment 2018 LLC purchased 41,667 shares and three-year warrants to purchase up to 41,667 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company), for an aggregate purchase price of $500,000. As the managing member of Investment 2018 LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

Policies and Procedures for Related Party Transactions

In connection with this offering, our board of directors has adopted a written related party transactions policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions, which is to be effective immediately upon, and subject to, the effectiveness of the registration statement of which this prospectus forms a part. Pursuant to this policy, the audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions, arrangements or relationships between us and related persons in which the aggregate amount involved in any fiscal year exceeds or may be expected to exceed the lesser of $120,000 or 1% of the average of our total assets as year-end for the last two completed fiscal years and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as an executive officer, director, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed fiscal year, and their immediate family members. All of the transactions described in this section occurred prior to the adoption of this policy.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us regarding beneficial ownership of our issued and outstanding common stock as of December 13, 2021, as adjusted to reflect the sale of common stock offered by us in this offering, for:

● each of our named executive officers;

● each of our directors and director nominees;

● all of our executive officers and directors and director nominees as a group; and

● each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, and includes securities that the individual or entity has the right to acquire, such as through the exercise of issued stock options or warrants or conversion of convertible notes or preferred stock, within 60 days of December 13, 2021. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them.

The percentage of beneficial ownership prior to this offering in the table below is based on 63,662,786 shares of common stock issued and outstanding as of December 13, 2021, plus the shares issuable upon the Preferred Stock Conversion in connection with the closing of this offering, and the percentage of beneficial ownership after this offering in the table below is based on shares of common stock assumed to be outstanding after the closing of the offering. The information in the table below assumes no exercise of the underwriters’ option to purchase additional shares. The table below also does not reflect the issuance of the Newbridge Advisory Shares or the Anti-Dilution Shares after the completion of this offering. The information in the table does not include any shares of common stock or equity awards to be issued or granted to the individuals in the table that the Company has agreed to issue or grant, which issuance or grant is pending.

The following table does not reflect any potential purchases by these persons or entities or their affiliated entities in this offering. If any shares are purchased by our existing principal stockholders, directors, director nominees, or officers or their affiliated entities, the number and percentage of shares of our common stock beneficially owned by them after this offering will differ from those set forth in the following table.

Except as otherwise indicated below, the address of each beneficial owner is c/o SQL Technologies Corp., 11030 Jones Bridge Road, Suite 206, Johns Creek, Georgia 30022.

	Common Stock Beneficially Owned
	Number of Shares and Nature of		Percentage of Total Common Stock
Name and Address of Beneficial Owner	Beneficial Ownership		Before Offering			After Offering
Greater than 5% Stockholders
Dov Shiff, Director(1)		14,634,618		19.0	%		%
Rani R. Kohen, Executive Chairman and Director(2)		9,103,969		11.7	%		%
Motek 7 SQL, LLC(3)		5,984,076		7.8	%		%
Strul Associates Limited Partnership(4)		5,737,500		7.5	%		%
Steven Siegelaub(5)		4,230,733		5.5	%		%
Directors, Director Nominees and Named Executive Officers (not otherwise included above)
Thomas J. Ridge, Director(6)		1,425,000		1.8	%		%
Phillips S. Peter, Director(7)		550,000		*			%
Leonard J. Sokolow, Director(8)		1,647,596		2.1	%		%
Gary N. Golden, Director Nominee		—		*			%
Efrat L. Greenstein Bayer, Director Nominee		—		*			%
Nancy DiMattia, Director Nominee		—		*			%
Steven M. Schmidt, President(9)		41,667		*			%
John P. Campi, Chief Executive Officer(10)		1,176,667		1.5	%		%
Patricia Barron, Chief Operations Officer(11)		700,000		*			%
All directors, director nominees, and current executive officers as a group (11 persons) (12)		29,279,517		36.3	%		%

* Represents beneficial ownership of less than one percent.

(1) Includes 10,724,618 shares of common stock held by Shiff Group Investments Ltd., 1,250,000 shares of common stock held directly by Mr. Shiff and 20,000 shares held by Mr. Shiff’s spouse, as well as 40,000 shares of common stock issuable upon conversion of the principal amount of an outstanding convertible note held by Shiff Group Investments Ltd. and 2,600,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by Shiff Group Investments Ltd. As the President and Chief Executive Officer of Shiff Group Investments Ltd., Mr. Shiff may be deemed to be the beneficial owner of the shares held by Shiff Group Investments Ltd. and have voting and dispositive power over such shares.

(2) Includes 8,003,969 shares of common stock held by KRNB Holdings LLC and 100,000 shares of common stock held by Mr. Kohen’s spouse, as well 1,000,000 shares of common stock underlying stock options held by KRNB Holdings LLC that are currently exercisable. As manager of KRNB Holdings LLC, Mr. Kohen may be deemed to be the beneficial owner of the shares held by KRNB Holdings LLC and have voting and dispositive power over such shares.

(3) As manager of Motek 7 SQL, LLC, Hillel Bronstein may be deemed to be the beneficial owner of the shares held by Motek 7 SQL, LLC and have voting and dispositive power over such shares. The address of Motek 7 SQL, LLC is 19101 Mystic Pointe Drive, Apt. 2808, Aventura, Florida 33180.

(4) As President of Strul Associates Limited Partnership, Aubrey Strul may be deemed to be the beneficial owner of the shares held by Strul Associates Limited Partnership and have voting and dispositive power over such shares. The address for Strul Associates Limited Partnership is 20320 Fairway Oaks Drive, #362, Boca Raton, Florida 33434.

(5) Includes the following shares of common stock: (i) 667,316 shares held by Safety Investors 2014 LLC, (ii) 413,435 shares held by Investment 2013 LLC, (iii) 83,333 shares held jointly by Mr. Siegelaub and his spouse, (iv) 34,733 shares held by Mr. Siegelaub, (v) 184,622 shares held by 301 Office Ventures, LLC, (vi) 87,424 shares held by Enterprise 2013, LLC, and (vii) 721,667 shares held by Investment 2018 LLC. This also includes: (i) 20,000 shares of common stock issuable upon conversion of the principal amount of an outstanding convertible note held by Sky Technology Partners, LLC; (ii) 200,000 shares of common stock underlying stock options held jointly by Mr. Siegelaub and his spouse that are currently exercisable; (iii) 41,667 shares issuable upon exercise of warrants held by Investment 2018 LLC; and (iv) the following shares of common stock issuable upon conversion of Series A Preferred Stock: 1,000,000 shares held by Safety Investors 2014 LLC and 776,536 shares held by Investment 2013 LLC. As the managing member of each of 301 Office Ventures, LLC, Enterprise 2013, LLC, Investment 2013 LLC, Safety Investors 2014 LLC, Investment 2018 LLC and Sky Technology Partners, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entities and have voting and dispositive power over such shares. The address for Mr. Siegelaub and his affiliated entities is 1489 West Palmetto Park Road, #501, Boca Raton, Florida 33486.

(6) Includes 725,000 shares of common stock, 500,000 shares of common stock underlying stock options that are currently exercisable and 200,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by Mr. Ridge.

(7) Includes 250,000 shares of common stock and 300,000 shares of common stock underlying stock options that are currently exercisable held by Mr. Peter.

(8)

Includes 221,500 shares of common stock held by Mr. Sokolow, 3,600 shares of common stock held by Newbridge Securities Corporation and 231,624 shares of common stock held by Bridge Line Ventures. This also includes: (i) 925,000 shares of common stock underlying stock options held by Mr. Sokolow that are currently exercisable; (ii) 16,667 shares of common stock issuable upon conversion of the principal amount of an outstanding convertible note held by Mr. Sokolow; and (iii) the following shares of common stock issuable upon exercise of outstanding warrants: 8,932 shares issuable upon exercise of Newbridge Warrants held by Mr. Sokolow, 8,649 shares issuable upon exercise of Newbridge Warrants held by Newbridge Securities Corporation and 231,624 shares issuable upon exercise of the Bridge Line Ventures Warrants. Mr. Sokolow is the Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of Newbridge Securities Corporation, its broker dealer subsidiary, and, accordingly, may be deemed to be the beneficial owner of the shares held by Newbridge Securities Corporation and have voting and dispositive power over such shares. Mr. Sokolow is Chief Executive Officer and President of Bridge Line Advisors, LLC, the manager of Bridge Line Ventures, and, accordingly, may be deemed to be the beneficial owner of the shares held by Newbridge Securities Corporation and have voting and dispositive power over such shares.

(9)

Includes 41,667 shares of common stock held by Mr. Schmidt.

(10) Includes 1,170,000 shares of common stock and 6,667 shares of common stock issuable upon conversion of the principal amount of an outstanding convertible note held by Mr. Campi.

(11) Includes 100,000 shares of common stock and 600,000 shares of common stock underlying stock options that are currently exercisable held by Ms. Barron.

(12) Includes 22,841,978 shares of common stock, as well as 3,325,000 shares of common stock underlying stock options that are currently exercisable, 249,205 shares of common stock issuable upon the exercise of warrants, 63,334 shares of common stock issuable upon the conversion of the principal amount of outstanding convertible notes and 2,800,000 shares of common stock issuable upon conversion of Series A Preferred Stock.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at any subsequent date result in a change in control of our Company.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material terms of our articles of incorporation, as amended, and our bylaws. The descriptions of the capital stock give effect to changes to our capital structure that will occur immediately prior to the completion of this offering.

General

The following description of our capital stock is a summary and is qualified in its entirety by reference to our articles of incorporation and our bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part.

Our authorized capital stock presently consists of 500,000,000 shares of common stock, no par value, and 20,000,000 shares of preferred stock, no par value, all of which shares of preferred stock have been designated as Series A Preferred Stock. As of              ,             , there were               shares of common stock outstanding, held of record by                stockholders, and                 shares of Series A Preferred Stock outstanding, held of record by                    stockholders.

Upon completion of this offering, our authorized capital stock will consist of 500,000,000 shares of common stock, no par value, and 20,000,000 shares of preferred stock, no par value, all of which shares of preferred stock will be undesignated.

Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative voting in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends, subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

In connection with the completion of this offering, outstanding shares of our Series A Preferred Stock will be converted into shares of our common stock. Our board of directors will have the authority, without further action by our stockholders, to issue up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company or other corporate action. Immediately after consummation of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

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Warrants

As of                ,               , warrants to purchase up to shares of our common stock were issued and outstanding, including the following: (i) a warrant to purchase 750,000 shares of common stock at an exercise price of $3.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to January 1, 2022; (ii) warrants to purchase an aggregate of 838,040 shares of common stock at an exercise price of $3.30 per share, which may be exercised at any time on or prior to October 15, 2022; (iii) warrants to purchase an aggregate of 14,375 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to December 31, 2023; (iv) warrants to purchase an aggregate of 37,502 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to October 26, 2024; (v) warrants to purchase an aggregate of 3,750 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to October 26, 2024; (vi) warrants to purchase an aggregate of 231,624 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to June 30, 2024 and August 31, 2024; (vii) warrants to purchase an aggregate of 125,001 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to November 29, 2024; (viii) warrants to purchase an aggregate of 12,501 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to November 29, 2024; (ix) warrants to purchase an aggregate of 41,667 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to December 2024; (x) warrants to purchase an aggregate of 4,167 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to December 2024; (xi) warrants to purchase an aggregate of 50,000 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to December 2024; and (xii) warrants to purchase an aggregate of 19,267 shares of common stock at an exercise price of $12.00 per share (subject to certain anti-dilution provisions), which may be exercised at any time on or prior to December 2024. Of these warrants, contain certain piggyback registration rights, as described further below under “Registration Rights”.

Equity Awards

As of                ,                 , options to purchase               shares of our common stock were outstanding, including             options issued pursuant to our Incentive Plans and                 options issued outside of such plans, of which                 were vested and exercisable as of that date. The Company’s form of option award under its Incentive Plans provides that, if requested by the Company in connection with a public offering of common stock or other securities, the option holders agree not to sell, offer for sale or otherwise dispose of the shares issuable under the option for a period of time to be determined by the board of directors; provided, however, that at least a majority of the Company’s directors and officers who hold options, shares of common stock or such other securities of the Company at such time are similarly bound.

Registration Rights

As of                ,              , the holders of up to approximately                shares of common stock and warrants to purchase                 shares of common stock are entitled to certain “piggyback” registration rights. In connection with this offering, we expect that the holders of all shares and warrants to purchase shares of common stock entitled to such rights in connection with this offering will waive their rights to notice of this offering and to include their shares of registrable securities in this offering. Subject to certain exceptions, if we register any of our securities either for our own account or for the account of other security holders, the holders of these shares and warrants are entitled to include their shares in the registration. Certain of the shares and warrants contain an exception for registration statements relating to the Company’s initial public offering, including the 231,624 shares and warrants to purchase 231,624 shares held by Bridge Line Ventures, the 2021 Newbridge Warrants, and 896,837 shares and warrants to purchase 204,170 shares sold in the October 2021, November 2021 and December 2021 private placements. Subject to certain exceptions, we and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including these shares would adversely affect the offering.

Antidilution Provisions

Approximately              shares of outstanding common stock and                  shares of common stock issuable upon exercise of outstanding warrants are subject to a form of antidilution protection provisions that may be triggered by the issuance of common stock at a price below the purchase price of the common stock or the exercise price of the warrants in effect, or the issuance of warrants, options, rights or convertible securities that have an exercise price or conversion price less than the purchase price or exercise price, as applicable, other than for certain previously outstanding securities and certain exempt issuances or securities (as described in the relevant agreement). For the shares of common stock with antidilution protections, the investors may be eligible to receive additional shares of common stock. For the warrants with antidilution protections, the exercise price of such warrants may be adjusted.

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Standstill

In connection with the Bridge Line SPAs, Bridge Line Ventures agreed to a standstill provision, pursuant to which Bridge Line Ventures, its controlled affiliates and its affiliates or representatives acting on Bridge Line Ventures’ behalf, will not, unless agreed to in writing by the Company, during the first three years following the effective date of the Bridge Line SPAs, in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any voting or debt securities (or beneficial ownership thereof), or rights or options to acquire any voting or debt securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities referenced in subsection (a) above; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, board of directors or policies of the Company or to obtain representation on the board of directors of the Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (f) request or cause to be requested (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or any of its representatives, directly or indirectly, amend or waive any provision of this standstill.

Anti-Takeover Provisions

Certain provisions of Florida law, our articles of incorporation and our bylaws, summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of us. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

Florida Law

As a Florida corporation, the Company is subject to certain anti-takeover provisions that apply to public corporations under the FBCA. Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless:

● prior to the time that such stockholder became an interested stockholder, the board of directors approved either the affiliated transaction or the transaction that resulted in the stockholder becoming an interested stockholder;

● upon consummation of such a business combination or extraordinary corporate transaction that resulted in the subject stockholder becoming an interested stockholder, such stockholder owned at least 85% of the outstanding voting shares of the corporation at the time such transaction commenced, exclusive of shares owned by directors, officers and certain employee stock plans; or

● at or subsequent to the time the subject stockholder became an interested stockholder, such business combination or other extraordinary corporate transaction is approved by the board of directors and authorized by an affirmative vote of the holders of at least two-thirds of the voting shares of the corporation (excluding shares held by the interested stockholder) at an annual or special meeting of stockholders, and not by written consent.

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Notwithstanding the above, the voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions are met, including, but not limited to, the following: the affiliated transaction has been approved by a majority of the disinterested directors of the corporation; the corporation has not had more than 300 stockholders of record at any time during the three years preceding the announcement date; the interested stockholder has been the beneficial owner of at least 80% of the corporation’s outstanding voting shares for at least three years preceding the announcement date; or the consideration to be paid to the holders of each class or series of voting shares in the affiliated transaction meets certain minimum conditions.

An interested stockholder is generally defined as a person who, together with affiliates and associates, beneficially owns more than 15% of a corporation’s outstanding voting shares. The Company has not made an election in the articles of incorporation to opt out of Section 607.0901.

In addition, Section 607.0902 of the FBCA contains certain prohibitions relating to “control share acquisitions.” Our articles of incorporation include a provision that opts us out of the “control share acquisition” statute under the FBCA.

Articles of Incorporation and Bylaws

As described above, our articles of incorporation provide that our board of directors may issue preferred stock with such designation, rights and preferences as may be determined from time to time by our board. Our preferred stock could be issued quickly and utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company or could make removal of management more difficult. A majority vote of the stockholders is required to remove directors from office; a majority of the board of directors may only remove a director for cause. Our bylaws provide that a special meeting of stockholders may be called only by the order of the chairman of the board of directors or upon the written request of stockholders owning at least a majority of the outstanding common stock.

Stock Exchange Listing

We have applied to list our common stock on Nasdaq under the proposed trading symbol “                          .”

Transfer Agent

The transfer agent and registrar for our common stock is Pacific Stock Transfer. The transfer agent and registrar’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119.

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SHARES ELIGIBLE FOR FUTURE SALE

In connection with this offering, we have applied to list our common stock on Nasdaq. No assurance can be given that our application will be approved. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. Only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Upon the completion of this offering, we expect that               shares of our common stock will be outstanding, assuming the issuance of                shares offered by us in this offering and the completion of the Preferred Stock Conversion in connection with the closing of this offering, no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding warrants, convertible notes or stock options. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), may only be sold in compliance with the limitations described below. All remaining shares of common stock held by existing stockholders immediately prior to the completion of this offering will be “restricted securities” as such term is defined in Rule 144 under the Securities Act. Restricted securities are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701, summarized below.

Rule 144

In general, a person who has beneficially owned restricted stock for at least six months would be entitled to sell their securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

● 1% of the number of shares then outstanding, which will equal approximately                shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional shares; or

● the average weekly trading volume of our common stock on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

However, many Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting” included elsewhere in this prospectus and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

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Lock-up Agreements

We, our directors and executive officers and certain of our stockholders have signed lock-up agreements that prevent us and them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. The underwriters may waive these restrictions with respect to some or all of the subject securities in their sole discretion. See “Underwriting” appearing elsewhere in this prospectus for more information.

Rule 10b5-1 Trading Plans

Following the completion of this offering, certain of our officers, directors and significant stockholders may adopt written plans, known as Rule 10b5-1 trading plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis to diversify their assets and investments. Under these 10b5-1 trading plans, a broker may execute trades pursuant to parameters established by the officer, director or stockholder when entering into the plan, without further direction from such officer, director or stockholder. Such sales would not commence until the expiration of the applicable lock-up agreements entered into by such officer, director or stockholder in connection with this offering.

Registration Rights

Certain holders of our securities are entitled to various rights with respect to registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See “Description of Capital Stock—Registration Rights” appearing elsewhere in this prospectus for more information.

Equity Incentive Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our Incentive Plans. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

The following discussion is a summary of certain material U.S. federal income tax considerations applicable to non-U.S. holders (as defined below) with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. For purposes of this discussion, a non-U.S. holder means a beneficial owner of our common stock that is for U.S. federal income tax purposes:

● a non-resident alien individual;

● a foreign corporation or any other foreign organization taxable as a corporation for U.S. federal income tax purposes; or

● a foreign estate or trust, the income of which is not subject to U.S. federal income tax on a net income basis.

This discussion does not address the tax treatment of partnerships or other entities that are pass-through entities for U.S. federal income tax purposes or persons that hold their common stock through partnerships or other pass-through entities. A partner in a partnership or other pass-through entity that will hold our common stock should consult his, her or its tax advisor regarding the tax consequences of acquiring, holding and disposing of our common stock through a partnership or other pass-through entity, as applicable.

This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing and proposed U.S. Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any such change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus. There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described herein. We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code, which is generally property held for investment.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances nor does it address any U.S. state, local or non-U.S. taxes, the alternative minimum tax, the Medicare tax on net investment income, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, or any other aspect of any U.S. federal tax other than the income tax. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:

● insurance companies;

● tax-exempt or governmental organizations;

● financial institutions;

● brokers, dealers, or traders in securities;

● regulated investment companies;

● tax-qualified retirement plans;

● pension plans;

● “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

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● “qualified foreign pension funds,” or entities wholly owned by a “qualified foreign pension fund”;

● persons deemed to sell our common stock under the constructive sale provisions of the Code;

● persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

● persons who hold or receive our common stock pursuant to the exercise of a warrant;

● persons who hold or receive our common stock pursuant to a conversion transaction (including conversions of notes, warrants or preferred stock to our common stock);

● persons who hold or receive our common stock pursuant to an exchange for notes, warrants or preferred stock;

● persons that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and

● certain U.S. expatriates and former citizens or long-term residents of the United States.

This discussion is for general information only and is not tax advice. Accordingly, all prospective non-U.S. holders of our common stock should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock.

Distributions on Our Common Stock

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. Distributions, if any, on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in “Gain on Sale or Other Taxable Disposition of Our Common Stock.” Any such distributions will also be subject to the discussions below under the sections titled “Backup Withholding and Information Reporting” and “Withholding and Information Reporting Requirements — FATCA.”

Subject to the discussion in the following two paragraphs in this section, dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same regular U.S. federal income tax rates applicable to United States persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) to the applicable withholding agent and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty. A non-U.S. holder that is eligible for such lower rate of U.S. withholding tax as may be specified under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing a U.S. tax return with the IRS.

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Gain on Sale or Other Taxable Disposition of Our Common Stock

Subject to the discussions below under “Backup Withholding and Information Reporting” and “Withholding and Information Reporting Requirements — FATCA,” a non-U.S. holder generally will not be subject to any U.S. federal income or withholding tax on any gain realized upon such holder’s sale or other taxable disposition of shares of our common stock unless:

● the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed-base maintained by such non-U.S. holder in the United States, in which case the non-U.S. holder generally will be taxed on a net income basis at the regular U.S. federal income tax rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply;

● the non-U.S. holder is a nonresident alien individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the net gain derived from the disposition, which may be offset by certain U.S. source capital losses (if any) of the non-U.S. holder (provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses), even though the individual is not considered a resident of the United States; or

● we are, or have been, at any time during the five-year period preceding such sale or other taxable disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation,” unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our common stock paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. holders may have to comply with specific certification procedures to establish that the holder is not a United States person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends on our common stock. Dividends paid to non-U.S. holders subject to withholding of U.S. federal income tax, as described above in “Distributions on Our Common Stock,” generally will be exempt from U.S. backup withholding.

Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker.

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Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them. Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is filed with the IRS in a timely manner.

Withholding and Information Reporting Requirements — FATCA

Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, generally impose a U.S. federal withholding tax at a rate of 30% on payments of dividends on our common stock paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” such foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” such foreign entity identifies certain of its U.S. investors, if any, or (iii) the foreign entity is otherwise exempt under FATCA. Such withholding may also apply to payments of proceeds of sales or other dispositions of our common stock, although under proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply to payments of gross proceeds. Under certain circumstances, a non-U.S. holder may be eligible for refunds or credits of this withholding tax. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their tax advisors regarding the possible implications of FATCA on their investment in our common stock and the entities through which they hold our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of the 30% withholding tax under FATCA.

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UNDERWRITING

In connection with this offering, we will enter into an underwriting agreement with The Benchmark Company as representative for the underwriters in this offering. Each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, the number of shares of our common stock set forth opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus.

Underwriter	Number of Shares
The Benchmark Company, LLC
Total

The underwriters are committed to purchase all of the shares offered by us other than those covered by the option to purchase additional securities described below, if they purchase any such securities. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

The Company has agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-allotment Option

The Company has granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of                additional shares (15% of the shares sold in this offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase shares covered by the option at the public offering price per share that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total offering price to the public will be $              and the total net proceeds to us will be $                 .

Discount

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Per Share	Total Without Over- Allotment Option	Total With Over Allotment Option
Public offering price	$	$	$
Underwriting discount (7.5%)	$	$	$
Proceeds, before expenses, to us	$	$	$

The underwriters propose to offer the shares offered by us to the public at the public offering price per share set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession of $              per share. If all of the shares offered by us are not sold at the public offering price per share, the underwriters may change the offering price per share and other selling terms by means of a supplement to this prospectus.

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The Company will pay the out-of-pocket accountable expenses of the underwriters in connection with this offering. The underwriting agreement, however, provides that in the event the offering is terminated, any advance expense deposits paid to the underwriters will be returned to the extent that offering expenses are not actually incurred in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(C).

The Company has agreed to pay the underwriters’ non-accountable expenses allowance equal to 1.0% of the aggregate gross proceeds of this offering. The Company has also agreed to pay for a certain amount of the underwriter’s accountable expenses including actual accountable road show expenses for the offering; prospectus tracking and compliance software for the offering; the reasonable and documented fees and disbursements of the underwriter’s counsel up to an amount of $100,000; background checks of the Company’s officers and directors; and preparation of bound volumes and cube mementos in such quantities as the underwriter may reasonably request; provided that these actual accountable expenses of the underwriter shall not exceed $125,000 in the aggregate, including the fees and disbursements of the underwriter’s counsel.

The Company estimates that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately $                      .

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, the Company, its executive officers, directors and certain holders of the Company’s common stock and securities exercisable for or convertible into its common stock outstanding immediately upon the closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any common stock or securities convertible into or exchangeable or exercisable for any common stock, whether currently owned or subsequently acquired, without the prior written consent of the underwriters, for a period of six (6) months from the date of effectiveness of the offering.

Underwriter Warrants

The Company has agreed to issue to the underwriters warrants to purchase up to a total of 7.5% of the shares of common stock sold in this offering (excluding the shares sold through the exercise of the over-allotment option). The warrants are exercisable at $              per share (110% of the public offering price of the common stock in this offering) commencing on a date which is six (6) months from the effective date of the offering under this prospectus and expiring on a date which is no more than five (5) years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G). The warrants have been deemed compensation by FINRA and are therefore subject to a 6-month lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriters (or their permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of six (6) months from effectiveness. The warrants may be exercised as to all, or a lesser number of shares of common stock, and will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying shares of common stock and unlimited “piggyback” registration rights, both for a period of no greater than five (5) years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(iv). The Company will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

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Right of First Refusal

We have granted The Benchmark Company a right of first refusal, for a period of twelve (12) months from the closing of this offering, to act as lead managing underwriter and book runner or minimally as co-lead manager and co-book runner and/or lead or co-lead placement agent at The Benchmark Company’s discretion, for each and every future public and private equity or debt (excluding commercial bank debt) offering, including all equity linked financings, during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company.

Determination of offering price

The public offering price of the securities we are offering was negotiated between us and the underwriters. Factors considered in determining the public offering price of the shares include the history and prospects of the Company, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Electronic Offer, Sale and Distribution of Shares

A prospectus in electronic format may be made available on the websites maintained by the underwriters, if any, participating in this offering and the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of shares for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters in their capacity as underwriters, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

● Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

● Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

● Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over- allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

● Penalty bids permits the underwriters to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

111

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the Company’s shares of common stock or preventing or retarding a decline in the market price of its shares of common stock. As a result, the price of the Company’s common stock or warrants in the open market may be higher than it would otherwise be in the absence of these transactions. Neither the Company nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the Company’s common stock. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in the Company’s common stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and instruments.

Indemnification

We have agreed to indemnify the several underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

Electronic Distribution

A prospectus in electronic format may be made available on the internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

112

Other Relationships

The underwriters and their respective affiliates may, in the future provide various investment banking, commercial banking and other financial services for the Company and its affiliates for which they have received, and may in the future receive, customary fees. However, except as disclosed in this prospectus, the Company has no present arrangements with the underwriters for any further services.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

113

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will be passed upon for us by Thompson Hine LLP. Certain legal matters related to this offering will be passed upon for the underwriters by Sheppard, Mullin, Richter & Hampton LLP.

EXPERTS

The financial statements of the Company as of December 31, 2020 and 2019, and for the years then ended, have been included herein and in the registration statement in reliance upon the report of M&K CPAS, PLLC, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock we are offering pursuant to this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon the completion of the offering, we will be subject to the informational requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov. We also maintain a website at www.skyplug.com and, upon completion of the offering, you may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.

114

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-4
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019	F-5
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-8
Notes to Consolidated Financial Statements	F-9
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	F-37
Consolidated Statements of Operations for the nine months ended September 30, 2021 and 2020	F-38
Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2021 and 2020	F-39
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	F-40
Notes to Unaudited Consolidated Financial Statements	F-41

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of SQL Technologies Corp. and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SQL Technologies Corp. and Subsidiary (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its consolidated operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Due to the net loss and negative cash flows from operations for the year, the Company evaluated the need for a going concern.

Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be easily substantiated.

F-2

To evaluate the appropriateness of the lack of going concern paragraph in our audit opinion, we examined and evaluated the financial information that was the initial cause for this consideration along with management’s plans to mitigate the going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018

Houston, TX

December 22, 2021

F-3

SQL Technologies Corp. and Subsidiary

Consolidated Balance Sheets

(Audited)

	December 31, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	2,308,871		$	1,873,737
Accounts receivable, net		1,543			419,536
Inventory		918,651			1,244,008
Prepaid expenses		—			5,630
Total current assets		3,229,065			3,542,911
Other assets:
Furniture and equipment, net		67,735			126,676
Patents, net		403,092			340,584
Right-of-use assets		—			54,112
Other assets		2,174			18,254
Total other assets		473,001			539,626
Total Assets	$	3,702,066		$	4,082,537
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,008,051		$	849,584
Notes payable, current		344,032			—
Accrued expenses		358,621			—
Lease liability		—			53,210
GE royalty obligation		500,000			116,162
Total current liabilities		2,210,704			1,018,956
Long term liabilities:
Notes payable		5,286,642			5,458,642
Convertible notes		1,250,000			—
GE royalty obligation		3,838,000			4,309,345
Total long-term liabilities		10,374,642			9,767,987
Total liabilities		12,585,346			10,786,943
Commitments and Contingent Liabilities:
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; 13,456,936 shares issued and outstanding at December 31, 2020 and December 31, 2019		3,364,233			3,364,233
Stockholders’ Deficit:
Common stock: $0 par value, 500,000,000 shares authorized; 64,515,231 and 62,534,072 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively		34,353,592			30,514,076
Common stock to be issued		8,088,474			6,780,000
Additional paid-in capital		13,755,891			11,710,444
Accumulated deficit		(68,410,028	)		(59,037,717	)
Total stockholders’ deficit		(12,212,071	)		(10,033,197	)
Non-controlling interest		(35,442	)		(35,442	)
Total deficit		(12,247,513	)		(10,068,639	)
Total Liabilities and Stockholders’ Deficit	$	3,702,066		$	4,082,537

The accompanying notes are an integral part of the consolidated financial statements.

F-4

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Operations

(Audited)

	For the Year Ended December 31,
	2020			2019
Revenue	$	258,376		$	3,809,752
Cost of Sales		(503,033	)		(3,549,030	)
Gross Profit (Loss)		(244,657	)		260,722
Selling, general and administrative expenses		8,635,011			16,483,480
Depreciation and amortization		106,309			107,241
Total operating expenses		8,741,320			16,590,721
Loss from Operations		(8,985,977	)		(16,329,999	)
Other Income / (Expense)
Interest expense		(515,515	)		(490,626	)
Other income, SBA Loan forgiveness		257,468			—
Gain on exchange		408			726
Gain on debt forgiveness (license)		—			49,706
Interest income		1,511			17,494
Total other income (expense), net		(256,128	)		(422,700	)
Net income (loss) including noncontrolling interest		(9,242,105	)		(16,752,699	)
Less net loss attributable to noncontrolling interest		—			—
Preferred dividends		130,206			130,206
Net income (loss) attributed to common shareholders	$	(9,372,311	)	$	(16,882,905	)
Net Income (Loss) per share - basic and diluted	$	(0.14	)	$	(0.29	)
Weighted average number of common shares outstanding during the year – basic and diluted		62,880,875			57,964,073

The accompanying notes are an integral part of the consolidated financial statements.

F-5

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Stockholders’ Deficit

(Audited)

	Common Stock, $0 Par Value
	Shares (Issued)		Shares (To Be Issued)		To Be Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
Balance, December 31, 2018		56,117,859		—	$	—	$	23,628,903	$	11,407,127		$	(42,154,812	)	$	(35,442	)	$	(7,154,224	)
Vested unissued grants, pursuant to director compensation policy		—		1,020,000		3,060,000		—		—			—			—			3,060,000
Common stock issued for the exercise of warrants		2,780,798		—		—		1,136,550		—			—			—			1,136,550
Common stock issued for the cashless exercise of warrants		30,000		—		—		—		—			—			—			—
Common stock issued per PPM 2019, net of issuance cost		245,834		—		—		2,950,004		—			—			—			2,950,004
Common stock issued to joint venture partner		333,333		—		—		999,999		—			—			—			999,999
Common stock issued for services rendered		105,000		—		—		315,000		—			—			—			315,000
Common stock issued pursuant to employment agreement		270,000		—		—		810,000		—			—			—			810,000
Common stock issued for the cashless exercise of options		231,250		—		—		37,620		—			—			—			37,620
Vested grants, pursuant to director compensation policy		212,000		—		—		636,000		—			—			—			636,000
Placement fees paid, pursuant to issuance of common stock per PPM 2019		—		—		—		—		(119,432	)		—			—			(119,432	)
Common stock issued in exchange for debt forgiveness, related party		—		—		—		—		184,242			—			—			184,242
Option expense, pursuant to director compensation policy		—		—		—		—		238,507			—			—			238,507
Option expense, pursuant to employee compensation policy		—		1,187,998		3,720,000		—		—			—			—			3,720,000
Dividends paid		—		—		—		—		—			(130,206	)		—			(130,206	)
Net loss		—		—		—		—		—			(16,752,699	)		—			(16,752,699	)
Balance, December 31, 2019		60,326,074		2,207,998	$	6,780,000	$	30,514,076	$	11,710,444		$	(59,037,717	)	$	(35,442	)	$	(10,068,639	)

The accompanying notes are an integral part of the consolidated financial statements.

F-6

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Stockholders’ Deficit (continued)

(Audited)

	Common Stock, $0 Par Value
	Shares (Issued)		Shares (To Be Issued)		To Be Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
Balance, December 31, 2019		60,326,074		2,207,998	$	6,780,000	$	30,514,076	$	11,710,444		$	(59,037,717	)	$	(35,442	)	$	(10,068,639	)
Common stock issued per PPM		8,334		10,000		120,000		100,009		(120,000	)		—			—			100,009
Common stock issued per exercise of warrants		1,012,500		—		—		2,025,000		—			—			—			2,025,000
Common stock issued pursuant to director compensation policy		—		156,000		468,000		—		—			—			—			468,000
Common stock issued per employee agreement		214,000		150,000		450,000		642,000		—			—			—			1,092,000
Common stock issued per consulting agreement		6,834		90,158		270,474		72,508		—			—			—			342,982
Common stock issued to joint venture partner		333,333		—		—		999,999		—			—			—			999,999
Option expense, pursuant to director compensation policy		—		—		—		—		2,165,447			—			—			2,165,447
Option expense, pursuant to employee compensation policy		—		—		—		—		—			—			—			—
Dividends paid		—		—		—		—		—			(130,206	)		—			(130,206	)
Net loss		—		—		—		—		—			(9,242,105	)		—			(9,242,105	)
Balance, December 31, 2020		61,901,075		2,614,156	$	8,088,474	$	34,353,592	$	13,755,891		$	(68,410,028	)	$	(35,442	)	$	(12,247,513	)

The accompanying notes are an integral part of the consolidated financial statements.

F-7

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Audited)

	For the Year Ended December 31,
	2020			2019
Cash flows from operating activities:
Net income (loss) attributable to SQL Technologies	$	(9,242,105	)	$	(16,752,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		74,277			84,134
Amortization of patent		32,032			22,852
(Other income), SBA Loan forgiveness		(257,468	)		—
Stock -based compensation		1,074,982			4,463,188
Stock compensation, directors		468,000			636,000
Stock compensation, chairman		360,000			3,060,000
Stock options issued for services		2,165,447			238,507
Debt forgiveness, related party		—			184,242
Stock issued interest expense		999,999			999,999
Change in operating assets and liabilities:
Accounts receivable		417,994			223,115
Prepaid expenses		5,629			51,777
Inventory		325,357			954,042
Right-to-use assets		54,112			(54,112	)
Other assets (Security deposit)		16,080			—
GE royalty obligation		(87,508	)		(96,190	)
Lease, current		(53,210	)		53,210
Accounts payable		158,468			93,944
Accrued expenses		358,621			(348,898	)
Net cash used in operating activities		(3,129,293	)		(6,186,889	)
Cash flows from investing activities:
Purchase of property & equipment		(15,336	)		(86,759	)
Payment of patent costs		(94,540	)		(145,807	)
Net cash used in investing activities		(109,876	)		(232,566	)
Cash flows from financing activities:
Proceeds from common stock issuance		100,009			2,950,004
Proceeds from exercise of warrants		2,025,000			1,136,550
Proceeds from SBA - PPP1 Notes payable		279,500			—
Proceeds from SBA - EIDL Notes payable		150,000			—
Proceeds from convertible notes		1,250,000			—
Dividends paid		(130,206	)		(130,206	)
Proceeds from secured credit facility		—			412,338
Payments of credit facility		—			(950,000	)
Net cash provided by financing activities		3,674,303			3,418,686
Increase (Decrease) cash and cash equivalents		435,134			(3,000,768	)
Cash and cash equivalents at beginning of period		1,873,737			4,874,505
Cash and cash equivalents at end of period	$	2,308,871		$	1,873,737
Supplementary disclosure of non-cash financing activities:
Cash paid during the period for:
Interest	$	515,515		$	490,626

The accompanying notes are an integral part of the consolidated financial statements.

F-8

SQL Technologies Corp. and Subsidiary

Notes to Consolidated Financial Statements

NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS

SQL Technologies Corp., a Florida corporation (the “Company”), was originally organized in May 2004 as a limited liability company under the name of Safety Quick Light, LLC. The Company was converted to corporation on November 6, 2012. Effective August 12, 2016, the Company changed its name from “Safety Quick Lighting & Fans Corp.” to “SQL Technologies Corp.” The Company holds over 60 U.S. and global patents and patent applications and has received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book. The Company maintains offices in Johns Creek, Georgia, Pompano Beach, Florida, and Guangdong Province, China.

The Company has a series of highly disruptive advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in, into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years the Company has expanded the capabilities of its power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s second-generation technology is an all-in-one safe and smart advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings.

The Company owns 98.8% of SQL Lighting & Fans LLC (the “Subsidiary”). The Subsidiary was formed in Florida on April 27, 2011. The Subsidiary had no activity during the periods presented.

The Company’s fiscal year end is December 31.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Company’s significant accounting policies:

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Principles of Consolidation

The consolidated financial statements include the accounts of SQL Technologies Corp. (f/k/a Safety Quick Lighting & Fans Corp.) and the Subsidiary, SQL Lighting & Fans LLC. All intercompany accounts and transactions have been eliminated in consolidation.

Non-controlling Interest

In May 2012, in connection with the sale of the Company’s membership units in the Subsidiary, the Company’s ownership percentage in the Subsidiary decreased from 98.8% to 94.35%. The Company then reacquired these membership units in September 2013, increasing the ownership percentage from 94.35% back to 98.8%. During years ended 2020 and 2019, there was no activity in the Subsidiary.

F-9

Product Warranty

The Company’s warranty policy provides repair or replacement of products returned for defects within ninety days of purchase. The Company’s warranties are of an assurance-type and come standard with all Company products to cover repair or replacement should product not perform as expected. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. As of December 31, 2020 and 2019, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results could differ significantly from estimates.

Reclassifications

For comparability, reclassifications of certain prior-year balances were made in order to confirm with current-year presentations.

Risks and Uncertainties

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure.

The Company has experienced, and in the future, expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at large national retail chains where product is expected to be sold, (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions, and all highly liquid investments with an original maturity of three months or less. The Company had $2,308,871 and $1,873,737 in money market as of December 31, 2020, and December 31, 2019, respectively. The Company has deposits in financial institutions which exceed the amount insured by the FDIC. The amount of uninsured deposits was $1,808,871 at December 31, 2020.

F-10

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future bad debts, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible.

The Company’s net balance of accounts receivable at December 31, 2020 and December 31, 2019:

	December 31, 2020		December 31, 2019
Accounts Receivable	$	1,543	$	419,536
Allowance for Doubtful Accounts		—		—
Net Accounts Receivable	$	1,543	$	419,536

All amounts were deemed collectible at December 31, 2020 and December 31, 2019 and accordingly, the Company had not incurred any bad debt expense at December 31, 2020 and December 31, 2019.

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand.

	December 31, 2020		December 31, 2019
Inventory finished goods	$	—	$	135,277
Inventory, component parts		918,651		993,131
Inventory, prepaid		—		115,600
Total inventory	$	918,651	$	1,244,008

The Company will maintain an allowance based on specific inventory items that have shown no activity over a 24-month period. The Company tracks inventory as it is disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. As of December 31, 2020, and December 31, 2019, the Company has determined that no allowance is required.

Furniture and Equipment

Furniture and equipment is stated at cost, less accumulated depreciation, and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 3 to 7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

F-11

Leases

We determine if an arrangement is a lease at inception. On our balance sheet, our office lease is included in Operating lease right-of-use (ROU) asset, Current portion of operating lease liability and Operating lease liability, net of current portion. On our balance sheet, finance leases are included in Property and equipment, Current portion of finance lease obligations and Finance lease obligations, net of current portion.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments.

Intangible Asset Patent

The Company developed various patents for an installation device used in light fixtures and ceiling fans. Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are amortized using the straight-line method over the related 15-year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office.

The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased, and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets.

GE Agreements

The Company has two U.S. and global agreements with General Electric (“GE”) related to the Company’s products.

● The first agreement is a U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expires November 30, 2023 and is generally renewed for five-year periods. Pursuant to such agreement, the Company may use the GE brand logo on certain products, including Sky’s SQL standard and Smart devices as well as standard and smart ceiling fans. The Company has U.S. and global rights to market plug and play standard and smart products and smart ceiling fans under the GE brand. GE will assist the Company with manufacturing standards, audit of factories, audit of materials, and quality control under “Six Sigma” guidelines, as well as with public relations for products and more.

● The second agreement is a U.S. and Global Licensing and Master Service Agreement dated June 14, 2019, which expires June 14, 2024, and includes automatic renewal provisions. Pursuant to such agreement, GE’s Licensing team will license Sky’s Standard and Smart products in the U.S. and worldwide. GE’s licensing team will seek and for arrange licensees partners in the U.S. and globally, including negotiate agreement terms, manage contracts, collect payments, audit partners, assist with patent strategy and protection, assist in auditing product quality control under the “Six Sigma” guidelines.

F-12

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, inventory, prepaid expenses, other current assets, accounts payable, accrued interest payable, certain notes payable and notes payable – related party, and GE royalty obligation, approximate their fair values because of the short maturity of these instruments.

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income.

As of December 31, 2020, the Company had reserved for issuance 26,751,860 shares of common stock associated with conversion features on Series A Preferred Stock, warrants and options. These shares have been reserved for issuance by the Company’s stock transfer agent, and accordingly, no derivative liability has been calculated on these shares.

Extinguishments of Liabilities

The Company accounts for extinguishments of liabilities in accordance with ASC 405-20 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized.

F-13

Stock-based Compensation

The Company periodically issues common stock and stock options to officers, directors, employees and consultants for services rendered.

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in January 2019. The adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements.

Prior to the adoption of ASU 2018-07 in January 2019, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock-based compensation at either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is completed.

The expense resulting from share-based payments is recorded in operating expenses in the statements of operations.

Revenue Recognition

During the years ended December 31, 2020 and 2019, the Company derived revenues from the sale of GE branded fans and lighting fixtures to large retailers through retail and online sales.

The Company will determine the correct revenue recognition using this Five Step Model:

Step 1: Identify the contract with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation

F-14

Trade allowances and a provision for estimated returns and other allowances are recorded at the time sales are made, considering historical and anticipated trends.

On January 1, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method, while prior period amounts were not adjusted and were reported in accordance with our historic accounting under Topic 605. The adoption had an immaterial impact to our comparative net income and as such comparative information was not restated and was reported under the accounting standards in effect for those periods. The adoption of ASC 606 did not have a material impact on the Company’s Consolidated Financial Statements. See Note 2 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

A majority of our sales revenue continues to be recognized when products are shipped from our manufacturing facilities and from our third-party logistics facility.

Cost of Sales

Cost of sales represents costs directly related to produce, acquire and source inventory for sale, and provisions for inventory shrinkage and obsolescence. These costs include costs of purchased products, inbound freight, and custom duties.

Selling, General and Administrative Expenses

Shipping and handling cost incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses.

Additionally, selling, general and administrative expenses include marketing, professional fees, distribution, warehouse costs, and other related selling costs. Selling expenses include costs incurred in the selling of merchandise. General and administrative expenses include costs incurred in the administration or general operations of the business.

Stock compensation expense consists of non-cash charges resulting from the issuance of stock units and stock options that are disclosed separately from selling, general and administrative expenses and included as operating expenses.

Earnings (Loss) Per Share

Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the years ended December 31, 2020 and 2019, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the periods presented.

The Company had the following common stock equivalents at December 31, 2020 and December 31, 2019:

	December 31, 2020		December 31, 2019
Stock Warrants (Exercise price - $0.375 - $3.50/share)		1,602,415		1,618,040
Stock Options (Exercise price $0.375 - $12.00/share)		6,525,000		6,358,334
Total		8,127,415		7,976,374

F-15

At December 31, 2020, the Company recorded but did not issue 2,614,156 shares of common stock, valued at approximately $8,088,474. These shares are reflected in the accompanying balance sheet and stockholders’ deficit repot. Refer to NOTE 11 A) for further information on Shares to be Issued for the year ended December 31, 2020.

At December 31, 2019, the Company recorded but did not issue 2,207,998 shares of common stock, valued at approximately $6,780,000. These shares are reflected in the accompanying balance sheet and stockholders’ deficit report. Refer to NOTE 11 A) for further information on Shares to be Issued for the year ended December 31, 2019.

	Quantity		Value
Balance, December 31, 2019		2,207,998	$	6,780,000
Common stock recorded, unissued		406,158		1,308,474
Balance, December 31, 2020		2,614,156	$	8,088,474

Income Tax Provision

From the inception of the Company and through November 6, 2012, the Company was taxed as a pass-through entity (a limited liability company) under the Internal Revenue Code and was not subject to federal and state income taxes; accordingly, no provision had been made.

The financial statements reflect the Company’s transactions without adjustment, if any, required for income tax purposes for the period from November 7, 2012 to December 31, 2012. The net loss generated by the Company for the period January 1, 2012 to November 6, 2012 has been excluded from the computation of income taxes.

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carrybacks and carryforwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

F-16

The Company’s tax returns are subject to examination by the federal and state tax authorities. With few exceptions, the entity is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2015.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting periods ended December 31, 2020 and 2019.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) Affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) Principal owners of the Company; (e) Management of the Company; (f) Other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

F-17

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.

Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use (ROU) asset and lease liability in the balance sheet for all leases, including operating leases, with terms of more than twelve months. Recognition, measurement and presentation of expenses and cash flows from a lease by a lessee have not significantly changed from previous guidance. The amendments also require qualitative disclosures along with specific quantitative disclosures. We adopted this guidance using the cumulative-effect adjustment method on January 1, 2019, meaning we did not restate prior periods. Current year financial information is presented under the guidance in Topic 842, while prior year information will continue to be presented under Topic 840.

In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. ASU 2018-07 expands the scope of ASC Topic 718, Compensation-Stock Compensation (“ASC 718”) to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50 by moving it to ASC 718. This amendment was effective beginning January 1, 2019. Early adoption was permitted, but no earlier than an entity’s adoption date of ASC 606. The Company adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in January 2019. The adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.

NOTE 3 FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following:

	December 31, 2020			December 31, 2019
Machinery and equipment	$	31,456		$	31,456
Computer equipment		6,846			6,846
Furniture and fixtures		36,059			36,059
Tooling and production		309,111			293,775
Leasehold improvements		30,553			30,553
Total		414,025			398,689
Less: accumulated depreciation		(346,290	)		(272,013	)
Total, net	$	67,735		$	126,676

Depreciation expense amounted to $74,277 and $84,134 for the years ended December 31, 2020 and 2019, respectively.

NOTE 4 INTANGIBLE ASSETS

Intangible assets (patents) consisted of the following:

	December 31, 2020			December 31, 2019
Patents	$	470,766		$	376,226
Trademark		45,450			45,450
Less: Impairment Charges		—			—
Less: accumulated amortization		(113,124	)		(81,092	)
Total, net	$	403,092		$	340,584

Amortization expense on intangible assets was $32,032 and $22,852 for the years ended December 31, 2020 and 2019, respectively.

F-18

Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts at December 31, 2020:

Year Ending December 31
2021	$	34,398
2022		34,398
2023		33,108
2024		32,151
2025		32,151
2026 and Thereafter		236,886
Total	$	403,092

Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors.

NOTE 5 LEASES

The Company previously leased office space pursuant to a lease that expired on September 30, 2020. On January 1, 2019, the Company adopted Leases (Topic 842), using the modified-retrospective approach, and as a result recognized a right-of-use asset of approximately $124,660 at the date of adoption, and a lease liability of approximately $124,716. No cumulative-effect adjustment to retained earnings was required upon adoption of Topic 842. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate (“IBR”) to determine the present value of the lease payments and on the date of adoption, the Company determined its IBR to be 6.75%.

On September 23, 2020, the Company entered into a 12-month real property lease for office space at $2,175 per month. The Company expenses such payment as rent expense in the period incurred.

The components of lease expense were as follows:

	December 31, 2020		December 31, 2019
Cash paid for operating lease liabilities	$	71,302	$	91,299
Right-of-use assets obtained in exchange for new operating lease obligations	$	—	$	54,112
Weighted-average remaining lease term (in months)		—		8
Weighted-average discount rate		—		6.75	%

	December 31, 2020		December 31, 2019
Total lease liabilities	$	—	$	53,210

NOTE 6 DEBT

The following table presents the details of the principal outstanding:

	December 31,
	2020		2019
a) PPP Loan	$	22,032	$	—
b) EIDL		150,000		—
c) Line of Credit		5,458,642		5,458,642
d) Convertible Notes		1,250,000		—
Total	$	6,880,674	$	5,458,642
Notes payable, current portion		344,032		—
Non current term notes payable	$	6,536,642	$	5,458,642

F-19

CARES Act Loans

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. Among other things, the CARES Act established the Paycheck Protection Program (“PPP”), which funded eligible businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and accrued interest if the proceeds are used for eligible costs, which include, but are not limited to, payroll, benefits, mortgage, lease, and utility expenses.

a) Paycheck Protection Program Loan - On April 13, 2020, we were granted a loan (the “PPP Loan”) under the Paycheck Protection Program in the aggregate amount of $269,500, pursuant to the Paycheck Protection Program under the CARES Act.

The PPP Loan, which was in the form of a note dated April 13, 2020 issued by SQL Technologies Corp., matures on April 13, 2022 and bears interest at a rate of 1.0% per annum, which is payable monthly following the deferral period, described below. The note may be prepaid at any time prior to maturity with no prepayment penalties. The Company recorded the principal amount of approximately $279,500 (which includes a $10,000 EIDL (as defined below) advancement) due on the PPP Loan in non-current notes payable in the consolidated balance sheet as of December 31, 2020. Interest on the PPP Loan was not material. The Company believes it used the entire PPP Loan amount for qualifying expenses. Under the terms of the Paycheck Protection Program, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

Effective June 2020, certain provisions of the PPP Loan were amended. The amendment modified the original payment deferment period from six months to either (i) the date that the U.S. Small Business Administration (the “SBA”) remits the Company’s loan forgiveness to the bank or (ii) the date that a final determination is made that no portion of the PPP Loan is forgiven, subject to the Company requesting forgiveness of the PPP Loan within a specified time period. The amendment also increased the amount of non-payroll costs eligible for loan forgiveness from 25% to 40%. During 2021, the Company requested forgiveness of the PPP Loan in accordance with the application requirements and received notice that $257,468 of the $269,500 note payable balance had been forgiven. The Company recognized the forgiveness amount of $257,468 as Other Income during the year ended December 31, 2020. As of December 31, 2020, the loan balance was $22,032. Monthly principal and interest payments of $534 start in October 2021 with a maturity of April 13, 2025.

b) EIDL Loan - On June 24, 2020, the Company received a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business, pursuant to which the Company entered into a promissory note and security agreement with the SBA. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twenty-four months from the date of the EIDL Loan. The balance of principal and interest is due and payable 30 years from the date of the promissory note. The EIDL Loan may be prepaid in part or in full, at any time, without penalty. Additionally, the EIDL Loan is collateralized by certain of the Company’s property as specified within the security agreement. The EIDL Loan contains certain customary events of default and, in the event an event of default occurs, the SBA may require immediate repayment of all amounts due.

c) Line of Credit

On April 13, 2016, the Company entered into a Line of Credit Promissory Note with a lender (the “Line of Credit”) in the principal sum of up to ten million U.S. Dollars (US $10,000,000) to support purchase orders, inventory and general working capital needs. In January 2018, the Company entered into a mutual agreement to extend the Line of Credit through January 10, 2019. The Line of Credit was further extended through January 10, 2021 by mutual agreement of the parties and may be further extended to January 10, 2022 upon similar mutual agreement. The Company may draw and/or repay this Line of Credit from time to time until the maturity hereof. The note provides for monthly payments of interest at nine percent (9%) per annum on outstanding principal and matures on January 10, 2022, at which time the full principal amount and accrued but unpaid interest become due.

F-20

In conjunction with the Line of Credit, and the ongoing consultation on product sales and distribution, in each of March 2019 and August 2020, the Company issued 333,333 shares of its common stock valued at $3.00 per share, for an aggregate issuance of 666,666 shares of its common stock, to a joint venture partner pursuant to a 2018 agreement.

The Line of Credit is secured by the assets of the Company. As of December 31, 2020, and December 31, 2019, the outstanding balance on this note was $5,458,642 and $5,458,642, respectively. Accrued interest at December 31, 2020 was $120,650 and included in Accounts Payable.

Refer to the Subsequent Event footnote below for additional modifications to the Line of Credit.

Principal payments on the Line of Credit are due as follows:

Year ending December 31,
2021	$	343,000
2022		400,000
2023		400,000
2024		1,702,317
2025		1,702,317
2026		911,008
Total	$	5,458,642

d) Convertible Notes

	December 31,
	2020		2019
Convertible Notes, dated 9/23/2020	$	250,000	$	—
Convertible Notes, dated 11/10/2020		100,000		—
Convertible Notes, dated 10/30/2020		300,000		—
Convertible Notes, dated 11/3/2020		600,000		—
Total	$	1,250,000	$	—

Included in Convertible Notes are loans provided to the Company from two directors, an officer and an investor. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, the note matures in three years and accrues interest at a rate of 6% per annum, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the note is convertible at the option of the holder into shares of common stock at a conversion price of $15.00 per share. Upon notice to the holder, the Company may prepay, in whole or in part, the outstanding balance of the note at any time prior to the maturity date; the holder has the right to convert the note into shares of common stock in lieu of prepayment. Upon the occurrence of certain events of default, and upon written notice from the holder, the note will become immediately due and payable and, until paid in full, will bear interest at a rate of 12% per annum. As of December 31, 2020, the Company accrued interest on Convertible Notes of $13,621.

Principal payments on all Notes referred to above (inclusive of the Line of Credit, the Convertible Notes, and CARES Act Loans) are due as follows:

Year ending December 31,
2021	$	344,032
2022		407,495
2023		408,907
2024		2,961,399
2025		1,707,294
2026 and Thereafter		1,051,547
Total	$	6,880,674

F-21

NOTE 7 GE ROYALTY OBLIGATIONS

On June 15, 2011, we entered into the License Agreement with GE, pursuant to which we have the right to market certain ceiling light and fan fixtures displaying the GE brand. We and GE subsequently amended the License Agreement, including on April 17, 2013, August 13, 2014, September 25, 2018, May 2019 and December 1, 2020. The License Agreement imposes certain manufacturing and quality control conditions that we must maintain in order to continue to use the GE brand. The License Agreement is nontransferable and cannot be sublicensed. Various termination clauses are applicable to the License Agreement; however, none were applicable as of December 31, 2020 and December 31, 2019.

On August 13, 2014, we entered into a second amendment to the License Agreement pertaining to our royalty obligations. Under the initial terms of the amendment, we agreed to pay to GE a minimum trademark license fee of $12.0 million by November 30, 2018 (the “Initial Royalty Obligation”) for the rights assigned in the original contract. The amendment provided that, if we did not pay to GE royalties equal to the Initial Royalty Obligation over the term of the License Agreement, we would owe the difference to GE in December 2018.

We are expanding our relationship with GE to collaborate on mutual capabilities, and in December 2020, we entered into the current amendment to the License Agreement. The amendments following the second amendment expanded our product range, including smart, and added additional global territory rights. The License Agreement has been extended for an additional five years and expires on November 30, 2023. Pursuant to the third amendment, entered into September 2018, the approximate remaining $10.0 million Initial Royalty Obligation that was due on November 30, 2018 was waived, and we agreed to pay GE an aggregate amount of $6.0 million, consisting of three annual installments of $2.0 million to be paid to GE in each of December 2018, 2019 and 2020. In December 2020, we entered into the current amendment, which restructured the royalty payment obligations due of approximately $4.4 million, plus $0.7 million in interest. We agreed to pay a total of $5.1 million to GE in quarterly installments through December 2023, including $100,000 due December 2020, an aggregate of $500,000 due in four equal installments in 2021, an aggregate of $1.2 million due in four equal installments in 2022 and an aggregate of $3.3 million due in four equal installments in 2023 (the “Minimum Payments”). In the event the Company receives significant funding rounds of at least $50.0 million in funding, it is required to use a portion of such funding to pay certain amounts to GE. The Minimum Payments will be in addition to the royalty payments made to GE during the respective year, as set forth below.

Royalty payments are due quarterly, using a December 1 – November 30 contract year and based upon the prior quarter’s sales. Royalty payments will be paid from sales of GE branded product subject to the following repayment schedule:

Net Sales in Contract Year	Percentage of Contract Year Net Sales owed to GE
$0 to $50,000,000		7	%
$50,000,001 to $100,000,000		6	%
$100,000,000+		5	%

The Company made payments of $260,332 and $243,726 for the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2020 and 2019, the outstanding balance of the aggregate Minimum Payment was $4,338,000 and $4,425,507, respectively.

Minimum future payment obligations are approximately as follows:

Year	Minimum Obligation
2021	$	500,000
2022		1,200,000
2023		2,638,000
Thereafter		—
Total principal payments	$	4,338,000

F-22

NOTE 8 ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2020		2019
Accrued interest, convertible notes	$	13,621	$	—
Accrued wages		345,000		—
	$	358,621	$	—

Accrued wages

Various members of management agreed to defer portions of their wages since the onset of the COVID-19 pandemic in 2020. As of December 31, 2020, the Company owed $345,000 in such deferred wages owed for services which are included in the accrued expenses on the accompanying balance sheet.

Accrued interest, convertible notes

Refer to Note 6(d) Convertible Notes.

NOTE 9 INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled.

At December 31, 2020, the Company had a net operating loss carryforward of approximately $59,833,233 available to offset future taxable income indefinitely. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code.

At December 31, 2019, the Company had a net operating loss carryforward of approximately $50,010,799 available to offset future taxable income indefinitely. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2020 and 2019.

The effects of temporary differences that gave rise to significant portions of deferred tax assets at December 31, 2020 and December 31, 2019 were approximately as follows:

	December 31, 2020			December 31, 2019
Net operating loss carryforward	$	59,833,233		$	50,010,799
Gross Deferred Tax Assets		15,232,344			12,731,749
Less Valuation Allowance		(15,232,344	)		(12,731,749	)
Total Deferred Tax Assets – Net	$	—		$	—

There was no income tax expense for the years ended December 31, 2020 and 2019 due to the Company’s net losses.

F-23

The Company’s tax expense differs from the “expected” tax expense for the years ended December 31, 2020 and December 31, 2019, computed by applying the Federal Corporate tax rate of 21% to loss before taxes (35% for 2016 and prior) and 3.535% for Florida State Corporate Taxes (4.458% for 2020 and 2019).

	December 31, 2020			December 31, 2019
Computed “expected” tax expense (benefit) – Federal	$	(12,564,978	)	$	(10,502,268	)
Computed “expected” tax expense (benefit) – State		(2,667,366	)		(2,229,481	)
Derivative expense		—			—
Change in Fair Value of Embedded Derivative		—			—
Loss/(Gain) on Debt Extinguishment		—			—
Change in valuation allowance		15,232,344			12,731,749
	$	—		$	—

NOTE 10 RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

Convertible Notes due to Related Parties represent amounts provided to the Company from two directors and the Chief Executive Officer of the Company, as well as a greater than 5% investor. See Note 6 under “d) Convertible Notes” for additional information regarding the convertible notes. As of December 31, 2020, the outstanding balance on the Convertible Promissory Notes was $1,250,000 plus accrued interest of $13,621.

Newbridge Securities Corporation

In October 2018, the Company entered into an investment banking agreement with Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide business development, consulting and advisory services, including capital raising and placement agency services, to the Company. This agreement is renewed periodically and remains in effect as of December 31, 2020. Leonard J. Sokolow, a member of the Company’s board of directors, is the Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of Newbridge Securities Corporation, its broker dealer subsidiary. In connection with entering into the agreement, the Company paid Newbridge Securities Corporation a $25,000 fee and agreed to issue shares of common stock equal to $50,000, which were paid as of December 31, 2020.

Pursuant to the agreement, the Company agreed to pay placement agent fees equal to 8.0% of the gross purchase price upon closing of sales of the Company’s equity securities and 4.0% upon closing of any line of credit, secured or unsecured term loan or other non-convertible debt facility arranged by Newbridge Securities Corporation for the Company. Upon the closing of any such equity or debt transaction, the Company agreed to issue to Newbridge Securities Corporation, or its permitted assigns, warrants to purchase: (i) in an equity transaction, 10% of the sum of (A) the number of shares of common stock issued by the Company and (B) the number of shares of common stock issuable by the Company upon the exercise or conversion of convertible securities issued; and (ii) in a debt transaction, 10% of the facility amount, divided by a per share price equal to the last equity, warrants or options issued by the Company at the time of closing. The agreement further provides, among other things, that such warrants will contain provisions providing for cashless exercise, price protection and piggyback registration rights and will not be callable or redeemable by the Company.

The agreement also provides for sales commission with respect to certain agreements, including territorial licenses, marketing agreements and commercial contracts. If the transaction is with an organization located, identified or introduced by Newbridge Securities Corporation, the Company is required to pay Newbridge Securities Corporation a $75,000 fee at closing, plus 1% of the net revenues received by the Company, payable quarterly during the contract’s term. If the Company requested Newbridge Securities Corporation assist with closing the transaction, the Company is required to pay Newbridge Securities Corporation a $50,000 fee at closing, plus 0.25% of the net revenues received by the Company, payable quarterly for the lesser of five years or the contract’s term.

F-24

Pursuant to the agreement, as of December 31, 2020, the Company has paid Newbridge Securities Corporation an aggregate of $119,432 in placement agent fees (not including expenses). In March 2021, effective as of December 31, 2020, the Company issued 10,000 shares to Newbridge Securities Corporation and its affiliates pursuant to the agreement, of which Newbridge Securities Corporation received 3,600 shares and Mr. Sokolow received 4,500 shares. In addition, on December 31, 2020, the Company issued three-year warrants to purchase an aggregate of up to 14,375 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “Newbridge Warrants”), including warrants to purchase up 5,674 shares and 4,469 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The Newbridge Warrants may be exercised, in whole or in part, at any time on or prior to December 31, 2023. Among other terms, the Newbridge Warrants provide for cashless exercise of the Newbridge Warrants if, after December 31, 2021, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Newbridge Warrants. In addition, the Newbridge Warrants contain certain piggyback registration rights, such that, if the Company registers any of its securities either for its own account or for the account of other security holders, the holders of the Newbridge Warrants are entitled to include their shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering.

Other Options and Warrants

In May 2018, effective April 19, 2017, the Company granted an option to purchase 100,000 shares of common stock to Steven Siegelaub, of which 50,000 options have an exercise price of $3.00 per share and vested on June 30, 2017 and 50,000 options have an exercise price of $4.00 per share and vested on December 31, 2017. Such options were granted under the 2015 Plan and expire in April 2027. Mr. Siegelaub, together with his affiliates, is a greater than 5% holder of the Company’s common stock.

In September 2018, Enterprise 2013, LLC exercised in full a warrant received in May 2014 connection with a previous private placement and acquired 185,208 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $69,453. As the managing member of Enterprise 2013, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In October 2018 and November 2018, Strul Associates Limited Partnership exercised in full a warrant purchased in a May 2016 private placement and acquired 1,000,000 and 350,000 shares of common stock, respectively, at an exercise price of $3.00 per share, for an aggregate purchase price of $4,050,000. Strul Associates Limited Partnership is a greater than 5% holder of the Company’s common stock.

In December 2018 and May 2019, Dov Shiff exercised in full a warrant purchased in a May 2014 private placement and acquired 533,334 and 1,156,666 shares of common stock, respectively, at an exercise price of $0.375 per share. Of the aggregate shares acquired, 1,250,000 shares were issued to Mr. Shiff and 20,000 shares were issued to Mr. Shiff’s spouse, with the remaining shares issued to other individuals. Mr. Shiff is a member of the Company’s board of directors.

In May 2019, Safety Investors 2014, LLC exercised in full a warrant purchased in a May 2014 private placement and acquired 650,000 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $243,750. As the managing member of Safety Investors 2014, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In May 2019, Investment 2013 LLC exercised in full a warrant purchased in a November 2013 private placement and acquired 194,132 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $72,800. As the managing member of Investment 2013 LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In June 2020, the Company issued a three-year volume warrant to purchase up to 1,125,000 shares of common stock to Strul Associates Limited Partnership, pursuant to a May 2016 private placement. The exercise price was $3.00 if exercised prior to June 1, 2021, $3.25 if exercised on or after June 1, 2021 and prior to June 1, 2022 and $3.50 if exercised on or after June 1, 2022 through June 1, 2023 (in each case, subject to adjustment, including in the event of certain subsequent equity sales by the Company). The warrant was exercisable in whole or in part at any time prior to or on June 1, 2023. In December 2020, Strul Associates Limited Partnership exercised the warrant in full and acquired an aggregate of 1,012,500 shares of common stock, including 675,000 shares of common stock for an aggregate purchase price of $2,025,000 and a net total of 337,500 shares of common stock pursuant to a cashless exercise of the remainder of the warrant.

F-25

NOTE 11 STOCKHOLDERS’ DEFICIT

(A) Common Stock

For the years ended December 31, 2020 and 2019, the Company issued the following Common Stock:

Transaction Type		Qty Shares Issued		Qty Shares to be Issued		Valuation $ (Issued)		Valuation $ (To be Issued)		Range of Value Per Share
2019 Equity Transactions
Common stock issued pursuant to chairman agreement	(2)		—		1,020,000	$	—	$	3,060,000	$	3.00
Common stock issued per employee agreement	(2)		—		1,187,998		—		3,720,000		3.13
Common stock issued per employee agreement	(2)		170,000		—		510,000		—		3.00
Common stock issued pursuant to director compensation policy	(1)		212,000		—		636,000		—		3.00
Common stock issued per exercise of warrants	(3)		100,000		—		37,500		—		0.38
Common stock issued per exercise of warrants	(3)		650,000		—		243,750		—		0.38
Common stock issued per exercise of warrants	(3)		1,156,666		—		433,750		—		0.38
Common stock issued per exercise of warrants	(3)		650,000		—		243,750		—		0.38
Common stock issued per exercise of warrants	(3)		194,132		—		72,800		—		0.38
Common stock issued per exercise of warrants	(3)		60,000		—		105,000		—		1.75
Common stock issued per PPM	(5)		245,834		—		2,950,004		—		12.00
Common stock issued for services	(2)		105,000		—		315,000		—		3.00
Common stock issued to joint venture partner	(6)		333,333		—		999,999		—		3.00
Common stock issued per consulting agreement	(2)		100,000		—		300,000		—		3.00
Common stock issued for the cashless exercise of options	(4)		231,250		—		37,620		—		—
Total 2019 Equity Transactions			4,208,215		2,207,998	$	6,885,173	$	6,780,000	$	0.375 – 12.00
2020 Equity Transactions
Common stock issued per PPM	(5)		8,334		—	$	100,009	$	—	$	12.00
Common stock issued per exercise of warrants	(3)		1,012,500		—		2,025,000		—		2.00
Common stock issued pursuant to director compensation policy	(1)		—		156,000		—		468,000		3.00
Common stock issued pursuant to chairman agreement	(2)		—		120,000		—		360,000		3.00
Common stock issued per employee agreement	(2)		214,000		30,000		642,000		90,000		3.00
Common stock issued per consulting agreement	(2)		6,834		90,158		72,508		270,474		3.54
Common stock issued to joint venture partner	(6)		333,333		—		999,999		—		3.00
Common stock issued per placement agreement, Newbridge	(5)		—		3,600		—		43,200		12.00
Common stock issued per placement agreement, contractors	(5)		—		6,400		—		76,800		12.00
Total 2020 Equity Transactions			1,575,001		406,158	$	3,839,516	$	1,308,474		$ 1.80 – 12.00

F-26

The following is a more detailed description of the Company’s stock issuances from the table above:

(1) Shares Issued or Issuable to the Board of Directors

Pursuant to the Company’s director compensation policy, in December 2019, the Company (a) issued to its non-employee directors a total of 200,000 shares of its common stock valued at $3.00 per share for participating in meetings of the Board of Directors for years 2016, 2017 and 2018; and (b) issued to the Company’s Audit Committee Chair a total of 12,000 shares of its common stock valued at $3.00 per share for services performed in years 2016, 2017 and 2018.

Pursuant to the Company’s director compensation policy, in January 2020, the Company incurred an obligation to issue to (a) its non-employee directors a total of 80,000 shares of its common stock valued at $3.00 per share for participating in meetings of the Board of Directors for year 2019; and (b) its Audit Committee Chair 8,000 shares of its common stock valued at $3.00 per share for services performed in year 2019. As of December 31, 2020, such shares had not been issued by the Company.

Pursuant to the Company’s director compensation policy, in December 2020, the Company incurred an obligation to issue to its non-employee directors a total of 60,000 shares of its common stock valued at $3.00 per share for participating in meetings of the Board of Directors for year 2020, and an obligation to issue to its Audit Committee Chair 8,000 shares of its common stock valued at $3.00 per share for services performed in year 2020. As of December 31, 2020, such shares had not been issued by the Company.

(2) Shares Issued or Issuable to Executives, Employees, Consultants and Service Providers

On January 1, 2019, the Company incurred an obligation to issue to its Executive Chairman a total of 1,020,000 shares of its common stock valued at $3.00 per share pursuant to the prior chairman agreement. On January 1, 2020, the Company incurred an obligation to issue to its Executive Chairman a total of 120,000 shares of its common stock valued at $3.00 per share pursuant to the prior chairman agreement. As of December 31, 2020, such shares had not been issued by the Company.

During 2019, the Company incurred an obligation to issue to employees a total of 1,187,998 shares of its common stock valued at $3.00 per share pursuant to employment agreements.

During 2019, Company issued a total of 105,000 shares of its common stock valued at $3.00 per share to a service provider for services received.

During 2019, the Company issued a total of 270,000 shares of its common stock valued at $3.00 per share to employees and consultants of the Company, pursuant to employment and consulting agreements, for services received.

During 2020, the Company issued a total of 214,000 shares of its common stock valued at $3.00 per share to employees, pursuant to employment agreements, for services received. Also during 2020, the Company incurred an obligation to issue to employees of the Company, pursuant to employment agreements, a total of 30,000 shares of its common stock valued at $3.00 per share; as of December 31, 2020, such shares had not been issued by the Company.

F-27

During 2020, the Company issued a total of 6,834 shares of its common stock valued at $3.54 per share to consultants of the Company, pursuant to agreements for consulting services, for services received. Also during 2020, the Company incurred an obligation to issue to consultants of the Company, pursuant to agreements for consulting services, a total of 90,158 shares of its common stock valued at $3.00 per share; as of December 31, 2020, such shares had not been issued by the Company.

(3) Shares Issued Pursuant to Warrants Exercised

In June 2019, the Company issued 2,556,666 shares of its common stock upon exercise in full of a warrant having an exercise price of $0.375 per share, and the Company received gross proceeds of $958,750.

In December 2019, the Company issued 194,132 shares of its common stock upon exercise in full of a warrant having an exercise price of $0.375 per share, and the Company received gross proceeds of $72,800.

In December 2019, the Company issued 30,000 shares of its common stock upon partial exercise of a warrant having an exercise price of $3.50 per share, and the Company received gross proceeds of $105,000.

In December 2019, the Company issued 30,000 shares of its common stock upon a partial cashless exercise in full of warrants exercisable at $3.50 per share.

In December 2020, an investor in the Company exercised in full 1,125,000 warrants to purchase common stock at $3.00 per share into (a) 337,500 shares of common stock by cashless exercise; and (b) 675,000 shares of common stock at $3.00 per share, and the Company received gross proceeds of $2,025,000. The total number of shares of common stock were not issued until January 2021, at which time the Company issued 1,012,500 shares of common stock to the investor.

(4) Shares Issued Pursuant to Options Exercised

In December 2019, the Company issued 231,250 shares of its common stock upon a cashless exercise of 250,000 options exercisable at $0.375 per share.

(5) Shares Issued to Investors and Placement Agent in Connection with Offering

On November 21, 2019, the Company completed a first closing of its private placement offering of shares of its common stock at $12.00 per share, pursuant to which the Company received gross proceeds of $2,000,000, and in December 2019 issued at total of 166,667 shares of its common stock to investors.

On December 6, 2019, the Company completed a second closing of its private placement offering of shares of its common stock at $12.00 per share, pursuant to which the Company received gross proceeds of $599,996, and in December 2019 issued a total of 50,000 shares of its common stock to investors.

On December 31, 2019, the Company completed a third closing of its private placement offering of shares of its common stock at $12.00 per share, pursuant to which the Company received gross proceeds of $350,00, and in January 2020 issued a total of 29,167 shares of its common stock to investors.

On June 16, 2020, the Company completed a fourth closing of its private placement offering of shares of its common stock at $12.00 per share, pursuant to which the Company received gross proceeds of $100,009, and in June 2020 issued a total of 8,334 shares of its common stock to investors.

Upon completion of the above closings of the Company’s private placement offering of shares of its common stock at $12.00 per share, the Company incurred an obligation to issue to the placement agent, Newbridge Securities Corporation, a total of 10,000 shares of its common stock valued at $12.00 per share, of which Newbridge Securities Corporation directed the Company to issue 3,600 shares of the common stock to Newbridge Securities Corporation and the remaining 6,400 shares of the common stock to employees and consultants of Newbridge Securities Corporation. As of December 31, 2020, all such shares had not been issued by the Company.

F-28

(6) Shares Issued to Joint Venture Partner

In each of March 2019 and August 2020, the Company issued 333,333 shares of its common stock valued at $3.00 per share, for an aggregate issuance of 666,666 shares of its common stock, to a joint venture partner pursuant to a 2018 agreement.

(B) Preferred Stock

The following is a summary of the Company’s Preferred Stock activity:

Transaction Type	Quantity		Valuation		Value per Share
Preferred Stock Balance at 2018		13,456,936	$	3,364,233	$	0.25
2019 Preferred Stock Transactions		—		—		—
Total 2019 Preferred Stock Transactions		—	$	—	$	—
Preferred Stock Balance at 2019		13,456,936	$	3,364,233	$	0.25
2020 Preferred Stock Transactions		—		—		—
Total 2020 Preferred Stock Transactions		—	$	—	$	—
Preferred Stock Balance at 2020		13,456,936	$	3,364,233	$	0.25

In accordance with the August 2016 Elections, the Company has issued 13,456,936 shares of 6% Preferred Stock in exchange for Notes having a principal balance of $3,364,233. The Preferred Stock will be convertible upon the election of the holder thereof. Shares of the Preferred Stock may be repurchased by the Company upon 30 days’ prior written notice, in whole or in part, for USD $3.50 per share, provided that during such notice period the holder will continue to have the option and right to convert its shares of Preferred Stock into shares of Common Stock. Holders also have a put option, allowing them to sell their shares of Preferred Stock back to the Company at USD $0.25 per share, the Note conversion price, and therefore the stock is classified as Mezzanine equity rather than permanent equity. For the years ended December 31, 2020 and 2019, the Company paid dividends in the amount of $130,206 to the Preferred Stock shareholders.

Redeemable preferred stock subject to redemption: $0 par value; 20,000,000 shares authorized; 13,456,936 at December 31, 2020 and 2019.

(C) Stock Options

The following is a summary of the Company’s stock option activity:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Balance, December 31, 2018		7,075,000		$	0.85		1.78	$	9,092,250
Exercised/Expired		(450,000	)		0.38		—		(168,750	)
Granted		205,000			3.47		4.20		—
Forfeited/Cancelled		—			—		—		—
Balance, December 31, 2019		6,830,000		$	2.02		5.81	$	8,923,500
Exercised/Expired		(450,000	)		4.78		—		(168,750	)
Granted		6,329,500			0.38		4.20		—
Forfeited/Cancelled		(55,000	)		—		—		—
Balance, December 31, 2020		12,654,500		$	3.28		4.25	$	8,754,750

The Company has issued, or the Company’s Board of Directors has authorized grants of, options, some of which have vested, to purchase shares of Common Stock through its 2015 Plan and/or 2018 Plan. The Company has issued options to purchase, in the aggregate, up to 7,075,000 shares of options to purchase shares of Common Stock, in conjunction with its 2015 Plan, 2018 Plan, agreements or otherwise. The Company has reserved 6,061,667 shares with the transfer agent for the future issuance for shares of Common Stock associated with options issued.

F-29

Also on or about May 14, 2018, the Company granted non-qualified stock options to purchase up to 600,000 shares of Common Stock under the 2018 Plan at $5.00 per share (with 100,000 vested and the remaining amounts vesting in accordance with performance standards), but has not yet executed a stock option agreement; therefore, such grant has not been deemed issued and has not yet been included in the table above.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes. Refer to the footnote above – Stock-based compensation. The range of inputs used by the Company are as follows:

At December 31, 2020 and 2019, the Black-Scholes model calculations included stock price on the date of measurement ranging from $3.00 - $3.00, exercise price with a range of $3.00 - $12.00, a term ranging from 1.3 years to 7.5 years, computed volatility with a range of 34% to 82%, and a discount rate ranging from .09% to 2.49%.

The Company recognized compensation expense related to the vesting of options. Value of options for the year ended December 31:

Compensation expense related to vesting options	2020		2019
Options expense pursuant to chairman agreement	$	897,063	$	—
Options expense pursuant to director compensation policy		412,825		140,727
Option expense pursuant to executive compensation agreement		15,476		—
Option expense pursuant to employee and consulting agreement		840,083		97,780
	$	2,165,447	$	238,507

(D) Warrants Issued

The following is a summary of the Company’s warrant activity:

	Number of Warrants			Weighted Average Exercise Price
Balance, December 31, 2018		5,108,456		$	—
Issued		—			—
Exercised		2,810,800			—
Forfeited/Cancelled		(6,301,216	)		—
Balance, December 31, 2019		1,618,040		$	3.20
Issued		1,139,375			3.11
Exercised		1,125,000			—
Forfeited/Cancelled		(30,000	)		—
Balance, December 31, 2020		1,602,415		$	3.24

(E) 2015 Stock Plan

On April 27, 2015, the Board approved the Company’s 2015 Stock Incentive Plan (the “2015 Plan”), and effective July 31, 2016, a majority of the Company’s shareholders approved the 2015 Plan. Under the 2015 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2015 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2015 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2015 Plan to an officer of the Company. The 2015 Plan relates to the issuance of up to 5,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. Certain options to be granted to employees under the 2015 Plan are intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, while other options granted under the 2015 Plan will be nonqualified options not intended to qualify as Incentive Stock Options ISOs (“Nonqualified Options”), either or both as provided in the agreements evidencing the options described. The 2015 Plan was replaced by the 2018 Plan (as defined below).

F-30

(F) 2018 Stock Plan

On April 26, 2018, the Board approved the Company’s 2018 Stock Incentive Plan, which was amended and restated on August 30, 2019 (the “2018 Plan”). Under the 2018 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2018 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2018 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2018 Plan to an officer of the Company. The 2018 Plan relates to the issuance of up to 5,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. As of December 31, 2020, up to 456,317 shares of Common Stock were available for issuance (not granted) under the 2018 Plan.

NOTE 12 COMMITMENTS

(A) Operating Lease

On September 23, 2020, the Company entered into a 12-month real property lease for office space at $2,175 per month. The Company expenses such payment as rent expense in the period incurred.

Minimum future rent obligations are approximately as follows:

Year	Minimum Obligation
2021	$	19,575
Thereafter		—
	$	19,575

(B) Executive Employment Agreements

John P. Campi (Chief Executive Officer and Chief Financial Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with John Campi, its Chief Executive Officer and Chief Financial Officer (the “Campi Agreement”), which superseded Mr. Campi’s previous employment agreement effective September 1, 2016. The Campi Agreement provided for an initial term of one year, which expired August 31, 2020. The term may be, and has been, renewed by the mutual agreement of Mr. Campi and the Company. Subject to other customary terms and conditions of such agreements, the Campi Agreement provides that Mr. Campi will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 120,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; (iii) incentive compensation consisting of (a) a cash component, paid on an annual basis, equal to (x) 0.25% of the Company’s annual gross revenue and (y) 3.0% of the Company’s annual net income, and (b) a stock option component, consisting of five-year options to purchase shares of common stock in an amount equal to 0.5% of the Company’s quarterly net income, the exercise price of which will be determined at the time such options are granted. Mr. Campi is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties.

Pursuant to the Campi Agreement, Mr. Campi may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of his employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Campi Agreement by Mr. Campi that is not cured within 30 days of written notice; and Mr. Campi’s death, disability or incapacity. Following the expiration of the initial term, the Campi Agreement may be terminated by the board of directors at its discretion, in which case Mr. Campi will receive a payment equal to 50% of his then-applicable annual base salary. In addition, Mr. Campi may terminate the Campi Agreement at his discretion by providing at least 30 days’ prior written notice to the Company.

F-31

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Campi Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Campi Agreement. All shares granted will vest immediately.

Rani R. Kohen (Executive Chairman)

Effective September 1, 2019, the Company entered into an Executive Chairman Agreement with Rani R. Kohen (as amended, the “Chairman Agreement”) to serve as the Company’s Executive Chairman and Chairman of the board of directors, which superseded Mr. Kohen’s previous chairman agreement effective September 1, 2016. The Chairman Agreement provides that Mr. Kohen will serve for an initial term of three years and that the Chairman Agreement will automatically renew unless Mr. Kohen or the board of directors decide otherwise.

Subject to other customary terms and conditions of such agreements, the Chairman Agreement provides that Mr. Kohen will receive: (i) a base salary of $250,000 per year, which will be increased by the Company in the event the Company has a significant cash raise; (ii) annual equity compensation consisting of an option to purchase 340,000 shares of common stock at an exercise price of $6.00 per share, which will vest one year following the date of grant (subject to certain exceptions) and will have a five-year term; (iii) a sign-on bonus stock option to purchase 120,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on January 1, 2020 and has a five-year term; (iv) supplemental bonus compensation of stock options to purchase up to 6,000,000 shares of common stock at an exercise price ranging between $6.00 and $8.00 per share, determined based on the achievement of specified market capitalizations of the Company, as described further below, which will have a five-year term; (v) supplemental bonus compensation of stock options to purchase up to 4,000,000 shares of common stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the achievement of specified market capitalizations of the Company, as provided by the previous chairman agreement and described further below; and (vi) incentive compensation equal to 0.5% of the Company’s gross revenue, which will be paid in cash, stock and/or options on an annual basis.

Mr. Kohen is eligible for the following supplemental bonus compensation under the Chairman Agreement: (i) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the Company achieving each of the following market capitalizations: $500.0 million, $1.0 billion, $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the Company achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (iii) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the Company achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Mr. Kohen additionally remains eligible to receive the following supplemental bonus compensation, pursuant to the prior chairman agreement: (i) options to purchase 500,000 shares of common stock at $3.00 per share, upon the Company achieving each of the following market capitalizations: $300.0 million, $500.0 million and $750.0 million; (ii) options to purchase 500,000 shares of common stock at $4.00 per share, upon the Company achieving each of the following market capitalizations: $1.0 billion, $1.5 billion and $2.0 billion; and (iii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the Company achieving each of the following market capitalizations: $2.5 billion and $3.0 billion. As of December 31, 2020, the following options have vested: (i) options to purchase 1.5 million shares at an exercise price of $3.00 per share, (ii) options to purchase 500,000 shares at an exercise price of $4.00 per share; and (iii) options to purchase 1.0 million shares at an exercise price of $6.00 per share.

Mr. Kohen is also entitled to receive a car allowance of $1,000 per month, reimbursement for cell phone costs and expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties. In addition, in the event Mr. Kohen invents additional new products and applications for the Company, including products based on the Company’s existing intellectual property, Mr. Kohen will be entitled to receive additional compensation, which will be determined by the board of directors.

F-32

Pursuant to the Chairman Agreement, Mr. Kohen may be terminated for “cause,” which is defined as an act of fraud, embezzlement or theft; a material violation of the Chairman Agreement by Mr. Kohen that is not cured within 60 days of written notice; and Mr. Kohen’s death, disability or incapacity. During the initial term of the Chairman Agreement, if Mr. Kohen is terminated without cause, (i) the Company will pay Mr. Kohen an amount calculated by multiplying Mr. Kohen’s monthly salary at the time of such termination by the number of months remaining in the initial term; (ii) Mr. Kohen’s annual equity compensation will vest on a pro rata basis; and (iii) Mr. Kohen will receive full payment of all unpaid incentive compensation. Following the expiration of the initial term, the Chairman Agreement may be terminated by the board of directors at its discretion, in which case Mr. Kohen will receive full payment for all incentives and will be entitled to compensation for his invented products. Mr. Kohen may terminate the Chairman Agreement at his discretion by providing at least 90 days’ prior written notice to the Company. In the event Mr. Kohen’s employment is terminated by reason of his death, the Company will pay Mr. Kohen’s beneficiaries 12 months of Mr. Kohen’s base salary or Mr. Kohen’s base salary through the remainder of the year in which Mr. Kohen’s death occurs, whichever is greater, and all annual stock compensation, incentive compensation and supplemental bonus compensation due to Mr. Kohen will be bequeathed to his beneficiaries.

In the event the Company is acquired, is the non-surviving party in a merger or sells all or substantially all of its assets, the Chairman Agreement will not be terminated, and the Company will ensure that the transferee or surviving company is bound by the provisions of the Chairman Agreement. All shares granted and any other compensation will vest and be paid immediately.

Patricia Barron (Chief Operations Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with Patricia Barron, its Chief Operations Officer (the “Barron Agreement”), which superseded Ms. Barron’s previous employment agreement effective July 1, 2016. The Barron Agreement provided for an initial term of one year, which term may be, and has been, renewed by the mutual agreement of Ms. Barron and the Company. Subject to other customary terms and conditions of such agreements, the Barron Agreement provides that Ms. Barron will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 100,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; and (iii) cash incentive compensation equal to 0.25% of the Company’s net revenue, payable on an annual or quarterly basis. Ms. Barron is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of her duties.

Pursuant to the Barron Agreement, Ms. Barron may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of her employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Barron Agreement by Ms. Barron that is not cured within 30 days of written notice; and Ms. Barron’s death, disability or incapacity. Following the expiration of the initial term, the Barron Agreement may be terminated by the board of directors at its discretion, in which case Ms. Barron will receive one month of her then-applicable annual base salary for every year of employment by the Company, as well as any unpaid incentive compensation. In addition, Ms. Barron may terminate the Barron Agreement at her discretion by providing at least 30 days’ prior written notice to the Company.

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Barron Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Barron Agreement. All shares granted will vest immediately.

NOTE 13 CONCENTRATIONS

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the years ended December 31, 2020 and December 2019, three customers accounted for 88% and 93% of revenue, respectively.

F-33

At December 31, 2020, one customer accounted for 100% of accounts receivable. At December 31, 2019, three customers accounted for 97% of accounts receivable. Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks existed at December 31, 2020. Generally, the Company does not require collateral or other securities to support its accounts receivable. All amounts were deemed collectible at December 31, 2020 and December 31, 2019 and accordingly, the Company had not incurred any bad debt expense at December 31, 2020 and December 31, 2019.

Major Vendors

The Company had two major vendors that accounted for approximately 95% of cost of sales, or $503,033 and $3,549,030, respectively, of cost of sales for the years ended December 31, 2020 and 2019. The Company expects to maintain this relationship with the vendors.

NOTE 14 LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations.

NOTE 15 SUBSEQUENT EVENTS

Transactions with Newbridge Securities Corporation and Bridge Line Ventures, LLC Series ST-1

The Company and Bridge Line Ventures, LLC (a Related Party) Series ST-1 (“Bridge Line Ventures”), the manager of which is Bridge Line Advisors, LLC, of which Leonard J. Sokolow, a member of the Company’s board of directors, is Chief Executive Officer and President, entered into the following stock purchase agreements (collectively, the “Bridge Line SPAs”):

● Stock Purchase Agreement, dated February 26, 2021, as amended March 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 25,373 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated March 30, 2021, as amended April 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 37,500 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated April 30, 2021, as amended June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 2,084 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated June 30, 2021, as amended August 31, 2021, pursuant to which Bridge Line Ventures purchased 150,000 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated August 31, 2021, pursuant to which Bridge Line Ventures purchased 16,667 shares of common stock at a purchase price per share of $12.00.

Each of the Bridge Line SPAs contains substantially the same terms. Among other things, the Bridge Line SPAs contain anti-dilutive price protection measures, which apply for 24 months following the date of closing of the Bridge Line SPAs, subject to certain exceptions, and provide for certain piggyback registration rights, such that, subject to certain exceptions, including if the registration statement is for an initial public offering, if the Company registers any of its securities either for its own account or for the account of other security holders, Bridge Line Ventures is entitled to include its shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering. In addition, the Company may require Bridge Line Ventures agree to a six month lock-up of its shares following the effective date of the applicable registration statement.

F-34

The Bridge Line SPAs also contain a standstill provision pursuant to which Bridge Line Ventures agreed to certain restrictions related to the Company for three years following the effective date of each of the Bridge Line SPAs, including, among other things, prohibitions on, either alone or together with any other person, acquiring additional shares of the Company’s common stock or any of its assets, soliciting proxies or seeking representation on the Company’s board of directors, unless the Company agrees to such actions in writing.

In addition, on each of June 30, 2021 and August 31, 2021, pursuant to the Bridge Line SPAs, Bridge Line Ventures received a three-year warrant to purchase up to 214,957 and 16,667 shares of the Company’s common stock, respectively, at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “Bridge Line Ventures Warrants”). The Bridge Line Ventures Warrants may be exercised, in whole or in part, at any time on or prior to June 30, 2024 or August 31, 2024, respectively. Among other terms, the Bridge Line Ventures Warrants provide for cashless exercise of the Bridge Line Ventures Warrants if, after June 30, 2022 or August 31, 2022, respectively, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Bridge Line Ventures Warrants. In addition, the Bridge Line Ventures Warrants contain certain piggyback registration rights, which are substantially the same as those provided in by the Bridge Line SPAs.

An employee of Newbridge Securities Corporation provides services to the Company in connection with preparation for the Company’s initial public offering pursuant to an investment banking engagement agreement, entered into in May 2021, between the Company and Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide certain corporate advisory services. The agreement has a 12 month term, during which the Company will pay Newbridge Securities Corporation’s pre-approved expenses. The Company will also pay a $500,000 corporate advisory fee, in the form of restricted common stock, upon successful listing of the Company’s common stock on a U.S. national securities exchange. The number of shares issued will be determined based on the initial offering price in the offering, and such shares will be subject to a six-month lock-up provision. The Company will be required to pay such fee if it successfully lists on an exchange during the term of the agreement or within nine months following expiration of the term.

The Company entered into a separate investment banking engagement agreement in May 2021 with Newbridge Securities Corporation relating to merger and acquisition services. The agreement has a 12 month term, which will be automatically extended on a month-to-month basis if negotiations or discussions are ongoing at the end of the term. The Company will pay Newbridge Securities Corporation’s pre-approved reasonable expenses during the term. Upon closing of a merger or acquisition transaction facilitated by Newbridge Securities Corporation, the Company will pay, in equity, a transaction fee equal to 2.0% of the aggregate consideration (as defined in the agreement) of such transaction. The equity received will be subject to a six-month leak-out provision. The Company will be required to pay the transaction fee after expiration of the agreement or if the Company terminates the agreement without cause (as defined in the agreement), if the Company (i) completes a merger or acquisition transaction with a party identified by Newbridge Securities Corporation within 12 months of such termination or (ii) enters into an agreement contemplating a merger or acquisition with a party identified by Newbridge Securities Corporation during the term of the agreement or the following 12 months, which agreement is ultimately consummated.

In June 2021, the Company entered into an engagement letter with The Benchmark Company LLC, which provided that Newbridge Securities Corporation had the option to act as an underwriter for the Company’s initial public offering.

Convertible Note

In January 2021, the Company issued a convertible promissory note in the amount of $50,000, receiving proceeds of $50,000. The note accrues interest at 6% per annum, is convertible by the holder at $15.00 per share, and contains such other terms and conditions consistent with the convertible notes referred to in Note 6 under “d) Convertible Notes.”

SBA Note

In February 2021, the Company was granted a loan in the aggregate amount of $178,235, pursuant to the Paycheck Protection Program under the CARES Act. The terms and conditions are consistent with the terms of the PPP Loan referred to in Note 6 under “a) CARES Act Loans.”

Transactions with Nielsen & Bainbridge, LLC

In November 2021, the Company issued 33,334 shares of common stock to NBG pursuant to a 2018 agreement.

On December 14, 2021, the Company entered into a new secured promissory note with Nielsen & Bainbridge, LLC (“NBG”), in the amount of approximately $5.9 million, which amended and replaced the April 2016 promissory note. The unpaid principal accrues interest at the Wall Street Journal prime rate plus 1.75% per year. The amended note will mature sixty months following the date of issuance. The Company has or will make the following payments to NBG: on the date of issuance, $243,000; on December 30, 2021, an amount equal to all accrued and unpaid interest as of such date, plus $100,000; and on each of July 1, 2022, December 30, 2022, July 1, 2023 and December 30, 2023, an installment payment in an amount equal to all accrued and unpaid interest as of the respective date, plus $200,000. Commencing January 15, 2024, the Company will begin paying equal monthly installments of $144,175.53 in principal, plus all accrued and unpaid interest as of the payment date. The Company may prepay the amounts due under the amended note at any time and from time to time. The note contains customary events of default and, in the event that an event of default occurs, the amended note and all accrued interest will become immediately due and payable. The amended note is secured by the existing pledge and security agreement and by a first priority security interest in substantially all of the Company’s assets.

F-35

Fourth Quarter 2021 Transactions with Newbridge Securities Corporation

In connection with private placement offerings of common stock and warrants in October, November and December 2021, the Company paid Newbridge Securities Corporation approximately $490,000 in placement agent fees under the 2018 investment banking agreement. The Company also issued three-year warrants to purchase an aggregate of up to 89,685 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company), including (i) warrants dated October 26, 2021 to purchase an aggregate of up to 3,750 shares of common stock, including warrants to purchase up to 725 shares and 1,088 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (ii) warrants dated November 29, 2021 to purchase an aggregate of up to 12,501 shares of common stock, including warrants to purchase up to 2,250 shares and 3,375 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iii) warrants dated December 2021 to purchase an aggregate of up to 4,167 shares, including warrants to purchase up to 749 shares and 1,125 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iv) warrants dated December 2021 to purchase an aggregate of up to 50,000 shares, including warrants to purchase up to 8,999 shares and 13,500 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, and (v) warrants dated December 2021 to purchase an aggregate of up to 19,267 shares, including warrants to purchase up to 3,468 shares and 5,202 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The warrants contain substantially the same terms as the warrants issued to Newbridge Securities Corporation and its affiliates effective December 31, 2020; for more information, see Note 10, Related Party Transactions.

Common Stock Issuances

In October 2021, in private placement transactions with four investors, the Company sold an aggregate of 37,502 shares of common stock and warrants to purchase up to 37,502 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $450,000. Such shares have certain piggyback registration rights.

In November 2021, in private placement transactions with two investors, the Company sold an aggregate of 125,001 shares of common stock and warrants to purchase up to 125,001 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $1,500,000. Such shares and warrants have certain piggyback registration rights. 

In mid-December 2021, the Company received gross proceeds of approximately $500,000 from the sale of 41,667 shares of common stock at $12.00 per share and warrants to purchase up to 41,667 shares of common stock at an exercise price of $12.00 per share in a private placement.

In late December 2021, the Company received gross proceeds in the aggregate amount of approximately $8.3 million from the sale of 692,667 shares of common stock at $12.00 per share to several investors, in a private placement.

F-36

SQL Technologies Corp. and Subsidiary

Consolidated Balance Sheets

	(Unaudited)			(Audited)
	September 30, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	2,234,653		$	2,308,871
Accounts receivable, net		1,877			1,543
Inventory		918,651			918,651
Prepaid expenses		31,832			—
Total current assets		3,187,013			3,229,065
Other assets:
Furniture and equipment, net		35,087			67,735
Patents, net		523,584			403,092
Other assets		2,174			2,174
Total other assets		560,845			473,001
Total Assets	$	3,747,858		$	3,702,066
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,111,580		$	1,008,051
Notes payable		544,032			344,032
Accrued expenses		595,907			358,621
GE royalty obligation		1,025,000			500,000
Total current liabilities		3,276,519			2,210,704
Long term liabilities:
Notes payable		5,254,877			5,286,642
Convertible notes		1,300,000			1,250,000
GE royalty obligation		2,938,000			3,838,000
Total long-term liabilities		9,492,877			10,374,642
Total liabilities		12,769,396			12,585,346
Commitments and Contingent Liabilities:
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; 13,256,936 and 13,456,936 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		3,314,233			3,364,233
Stockholders’ Deficit:
Common stock: $0 par value, 500,000,000 shares authorized; 65,158,105 and 64,515,231 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		37,257,431			34,353,592
Common stock to be issued		8,658,474			8,088,474
Additional paid-in capital		13,940,094			13,755,891
Accumulated deficit		(72,156,328	)		(68,410,028	)
Total stockholders’ deficit		(12,300,329	)		(12,212,071	)
Non-controlling interest		(35,442	)		(35,442	)
Total deficit		(12,335,771	)		(12,247,513	)
Total Liabilities and Stockholders’ Deficit	$	3,747,858		$	3,702,066

The accompanying notes are an integral part of the consolidated financial statements.

F-37

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Operations

(Unaudited)

	For the Nine Months Ended September 30,
	2021			2020
Revenue	$	106,577		$	249,175
Cost of Sales		(130,599	)		(490,538	)
Gross Profit (Loss)		(24,022	)		(241,363	)
Selling, general and administrative expenses		3,153,897			4,726,224
Depreciation and amortization		63,325			69,772
Total operating expenses		3,217,222			4,795,996
Loss from Operations		(3,241,244	)		(5,037,359	)
Other Income / (Expense)
Interest expense		(425,323	)		(370,524	)
Other income, SBA Loan forgiveness		10,000			—
Gain (loss) on exchange		7,886			(542	)
Interest income		36			1,433
Total other income (expense), net		(407,401	)		(369,633	)
Net income (loss) including noncontrolling interest		(3,648,645	)		(5,406,992	)
Less net loss attributable to noncontrolling interest		—			—
Preferred dividends		97,655			97,655
Net income (loss) attributed to common shareholders	$	(3,746,300	)	$	(5,504,647	)
Net Income (Loss) per share - basic and diluted	$	(0.05	)	$	(0.08	)
Weighted average number of common shares outstanding during the year – basic and diluted		64,810,157			62,808,921

The accompanying notes are an integral part of the consolidated financial statements.

F-38

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

	Common Stock, $0 Par Value
	Shares (Issued)		Shares (To Be Issued)		To Be Issued		Amount		Additional Paid-In Capital		Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
Balance, December 31, 2019		60,326,074		2,207,998	$	6,780,000	$	30,514,076	$	11,710,444	$	(59,037,717	)	$	(35,442	)	$	(10,068,640	)
Common stock issued per PPM		8,334		—		—		100,008		—		—			—			100,008
Common stock issued per consulting agreement		218,750		—		—		689,500		—		—			—			689,500
Common stock issued to joint venture partner		333,333		—		—		999,999		—		—			—			999,999
Dividends paid		—		—		—		—		—		(97,655	)		—			(97,655	)
Net loss		—		—		—		—		—		(5,406,992	)		—			(5,406,992	)
Balance, September 30, 2020		60,886,491		2,207,998	$	6,780,000	$	32,303,583	$	11,710,444	$	(64,542,364	)	$	(35,442	)	$	(13,783,780	)

	Common Stock, $0 Par Value
	Shares (Issued)		Shares (To Be Issued)		To Be Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
Balance, December 31, 2020		61,901,075		2,614,156	$	8,088,474	$	34,353,592	$	13,755,891		$	(68,410,028	)	$	(35,442	)	$	(12,247,513	)
Common stock issued per PPM		231,624		—		—		2,779,464		—			—			—			2,779,464
Common stock issued per consulting agreement		—		190,000		570,000		—		—			—			—			570,000
Option expense, pursuant to chairman agreement		—		—		—		—		96,487			—			—			96,487
Option expense, pursuant to employee and contractor agreements		—		—		—		—		162,091			—			—			162,091
Conversion of preferred stock		200,000		—		—		50,000		—			—			—			50,000
Common stock issued for the cashless exercise of warrants		21,250		—		—		74,375		(74,375	)		—			—			—
Dividends paid		—		—		—		—		—			(97,655	)		—			(97,655	)
Net loss		—		—		—		—		—			(3,648,645	)		—			(3,648,645	)
Balance, September 30, 2021		62,353,949		2,804,156	$	8,658,474	$	37,257,431	$	13,940,094		$	(72,156,328	)	$	(35,442	)	$	(12,335,771	)

The accompanying notes are an integral part of the consolidated financial statements.

F-39

SQL Technologies Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss) attributable to SQL Technologies	$	(3,648,645	)	$	(5,406,992	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		32,648			48,700
Amortization of patent		30,676			21,072
(Other income), SBA Loan forgiveness		(10,000	)		—
Stock-based compensation		570,000			689,500
Stock options expense		258,578			—
Stock issued to joint venture partner, interest expense		—			999,999
Change in operating assets and liabilities:
Accounts receivable		(334	)		378,588
Prepaid expenses		(31,832	)		(4,937	)
Inventory		—			325,357
Other assets (Security deposit)		—			16,080
GE royalty obligation		(375,000	)		(16,162	)
Accounts payable		103,529			667,792
Accrued expenses		237,286			—
Net cash used in operating activities		(2,833,094	)		(2,281,003	)
Cash flows from investing activities:
Purchase of property & equipment		—			(3,310	)
Payment of patent costs		(151,169	)		(62,494	)
Net cash used in investing activities		(151,169	)		(65,804	)
Cash flows from financing activities:
Proceeds from common stock issuance		2,779,464			100,008
Proceeds from SBA - PPP Notes payable		178,235			279,500
Proceeds from SBA - EIDL Notes payable		—			150,000
Proceeds from convertible notes		50,000			350,000
Dividends paid		(97,655	)		(97,655	)
Net cash provided by financing activities		2,910,044			781,853
Increase (Decrease) cash and cash equivalents		(74,218	)		(1,564,954	)
Cash and cash equivalents at beginning of period		2,308,871			1,873,736
Cash and cash equivalents at end of period	$	2,234,653		$	308,782
Supplementary disclosure of non-cash financing activities:
Preferred stock conversion to common	$	50,000		$	—
Cashless exercise of warrants	$	74,375		$	—
Supplementary disclosure of cash flow information
Cash paid during the period for:
Interest	$	425,323		$	370,524

The accompanying notes are an integral part of the consolidated financial statements.

F-40

SQL Technologies Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS

SQL Technologies Corp., a Florida corporation (the “Company”), was originally organized in May 2004 as a limited liability company under the name of Safety Quick Light, LLC. The Company was converted to corporation on November 6, 2012. Effective August 12, 2016, the Company changed its name from “Safety Quick Lighting & Fans Corp.” to “SQL Technologies Corp.” The Company holds over 60 U.S. and global patents and patent applications and has received a variety of final electrical code approvals, including UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book. The Company maintains offices in Johns Creek, Georgia, Pompano Beach, Florida, and Guangdong Province, China.

The Company has a series of highly disruptive advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in, into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years the Company has expanded the capabilities of its power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s second-generation technology is an all-in-one safe and smart advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings.

The Company owns 98.8% of SQL Lighting & Fans LLC (the “Subsidiary”). The Subsidiary was formed in Florida on April 27, 2011. The Subsidiary had no activity during the periods presented.

The Company’s fiscal year end is December 31.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Company’s significant accounting policies:

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. In the opinion of management, all adjustments considered necessary for fair presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions.

Principles of Consolidation

The consolidated financial statements include the accounts of SQL Technologies Corp. (f/k/a Safety Quick Lighting & Fans Corp.) and the Subsidiary, SQL Lighting & Fans LLC. All intercompany accounts and transactions have been eliminated in consolidation.

Non-controlling Interest

In May 2012, in connection with the sale of the Company’s membership units in the Subsidiary, the Company’s ownership percentage in the Subsidiary decreased from 98.8% to 94.35%. The Company then reacquired these membership units in September 2013, increasing the ownership percentage from 94.35% back to 98.8%. During the nine-months ended September 30, 2021, there was no activity in the Subsidiary.

F-41

Product Warranty

The Company’s warranty policy provides repair or replacement of products returned for defects within ninety days of purchase. The Company’s warranties are of an assurance-type and come standard with all Company products to cover repair or replacement should product not perform as expected. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. As of September 30, 2021 and December 31, 2020, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results could differ significantly from estimates.

Reclassifications

For comparability, reclassifications of certain prior-year balances were made in order to confirm with current-year presentations.

Risks and Uncertainties

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure.

The Company has experienced, and in the future, expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at large national retail chains where product is expected to be sold, (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions, and all highly liquid investments with an original maturity of three months or less. The Company had $2,234,653 and $2,308,871 in cash and cash equivalents as of September 30, 2021, and December 31, 2020, respectively. The Company has deposits in financial institutions which exceed the amount insured by the FDIC. The amount of uninsured deposits was $1,734,653 at September 30, 2021.

F-42

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future bad debts, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible.

The Company’s net balance of accounts receivable at September 30, 2021 and December 31, 2020:

	September 30, 2021		December 31, 2020
Accounts Receivable	$	1,877	$	1,543
Allowance for Doubtful Accounts		—		—
Net Accounts Receivable	$	1,877	$	1,543

All amounts were deemed collectible at September 30, 2021 and December 31, 2020 and accordingly, the Company had not incurred any bad debt expense at September 30, 2021 and December 31, 2020.

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand.

	September 30, 2021		December 31, 2020
Inventory, component parts	$	918,651	$	918,651
Total inventory	$	918,651	$	918,651

The Company will maintain an allowance based on specific inventory items that have shown no activity over a 24-month period. The Company tracks inventory as it is disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. As of September 30, 2021, and December 31, 2020, the Company has determined that no allowance is required.

Furniture and Equipment

Furniture and equipment is stated at cost, less accumulated depreciation, and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 3 to 7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Intangible Asset Patent

The Company developed various patents for an installation device used in light fixtures and ceiling fans. Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are amortized using the straight-line method over the related 15-year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office.

F-43

The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased, and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets.

GE Agreements

The Company has two U.S. and global agreements with General Electric (“GE”) related to the Company’s products.

● The first agreement is a U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expires November 30, 2023 and is generally renewed for five-year periods. Pursuant to such agreement, the Company may use the GE brand logo on certain products, including Sky’s SQL standard and Smart devices as well as standard and smart ceiling fans. The Company has U.S. and global rights to market plug and play standard and smart products and smart ceiling fans under the GE brand. GE will assist the Company with manufacturing standards, audit of factories, audit of materials, and quality control under “Six Sigma” guidelines, as well as with public relations for products and more.

● The second agreement is a U.S. and Global Licensing and Master Service Agreement dated June 14, 2019, which expires June 14, 2024, and includes automatic renewal provisions. Pursuant to such agreement, GE’s Licensing team will license Sky’s Standard and Smart products in the U.S. and worldwide. GE’s licensing team will seek and for arrange licensees partners in the U.S. and globally, including negotiate agreement terms, manage contracts, collect payments, audit partners, assist with patent strategy and protection, assist in auditing product quality control under the “Six Sigma” guidelines.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

F-44

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, inventory, prepaid expenses, other current assets, accounts payable, accrued interest payable, certain notes payable and notes payable – related party, and GE royalty obligation, approximate their fair values because of the short maturity of these instruments.

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income.

As of September 30, 2021, the Company had reserved for issuance 27,974,964 shares of common stock associated with conversion features on Series A Preferred Stock, warrants and options. These shares have been reserved for issuance by the Company’s stock transfer agent, and accordingly, no derivative liability has been calculated on these shares.

Extinguishments of Liabilities

The Company accounts for extinguishments of liabilities in accordance with ASC 405-20 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized.

Stock-based Compensation

The Company periodically issues common stock and stock options to officers, directors, employees and consultants for services rendered.

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in January 2019. The adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements.

Prior to the adoption of ASU 2018-07 in January 2019, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock- based compensation at either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is completed.

The expense resulting from share-based payments is recorded in operating expenses in the statements of operations.

F-45

Revenue Recognition

During the nine-months ended September 30, 2021 and 2020, the Company derived revenues from the sale of GE branded fans and lighting fixtures to large retailers through retail and online sales.

The Company will determine the correct revenue recognition using this Five Step Model:

Step 1: Identify the contract with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation

Trade allowances and a provision for estimated returns and other allowances are recorded at the time sales are made, considering historical and anticipated trends.

On January 1, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method, while prior period amounts were not adjusted and were reported in accordance with our historic accounting under Topic 605. The adoption had an immaterial impact to our comparative net income and as such comparative information was not restated and was reported under the accounting standards in effect for those periods. The adoption of ASC 606 did not have a material impact on the Company’s Consolidated Financial Statements. See Note 2 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

A majority of our sales revenue continues to be recognized when products are shipped from our manufacturing facilities and from our third-party logistics facility.

Cost of Sales

Cost of sales represents costs directly related to produce, acquire and source inventory for sale, and provisions for inventory shrinkage and obsolescence. These costs include costs of purchased products, inbound freight, and custom duties.

Selling, General and Administrative Expenses

Shipping and handling cost incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses.

Additionally, selling, general and administrative expenses include marketing, professional fees, distribution, warehouse costs, and other related selling costs. Selling expenses include costs incurred in the selling of merchandise. General and administrative expenses include costs incurred in the administration or general operations of the business.

Stock compensation expense consists of non-cash charges resulting from the issuance of stock units and stock options that are disclosed separately from selling, general and administrative expenses and included as operating expenses.

F-46

Earnings (Loss) Per Share

Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the nine-months ended September 30, 2021 and 2020, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the periods presented.

The Company had the following common stock equivalents at September 30, 2021 and December 31, 2020:

	September 30, 2021		December 31, 2020
Stock Warrants (Exercise price - $0.375 - $12.00/share)		1,834,039		1,602,415
Stock Options (Exercise price $0.375 - $12.00/share)		7,100,000		6,525,000
Total		8,934,039		8,127,415

At September 30, 2021, the Company recorded but did not issue 2,804,156 shares of common stock, valued at approximately $8,658,474. These shares are reflected in the accompanying balance sheet and stockholders’ deficit report.

At December 31, 2020, the Company recorded but did not issue 2,614,156 shares of common stock, valued at approximately $8,088,474. These shares are reflected in the accompanying balance sheet and stockholders’ deficit repot. Refer to NOTE 10 A) for further information on Shares to be Issued for the year ended December 31, 2020.

	Quantity		Value
Balance, December 31, 2020		2,614,156	$	8,088,474
Common stock recorded, unissued		190,000		570,000
Balance, September 30, 2021		2,804,156	$	8,658,474

Income Tax Provision

From the inception of the Company and through November 6, 2012, the Company was taxed as a pass-through entity (a limited liability company) under the Internal Revenue Code and was not subject to federal and state income taxes; accordingly, no provision had been made.

The financial statements reflect the Company’s transactions without adjustment, if any, required for income tax purposes for the period from November 7, 2012 to December 31, 2012. The net loss generated by the Company for the period January 1, 2012 to November 6, 2012 has been excluded from the computation of income taxes.

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date.

F-47

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carrybacks and carryforwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company’s tax returns are subject to examination by the federal and state tax authorities. With few exceptions, the entity is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2015.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting periods ended September 30, 2021 and December 31, 2020.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) Affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) Principal owners of the Company; (e) Management of the Company; (f) Other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-48

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.

Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its financial statements.

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NOTE 3 FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following:

	September 30, 2021			December 31, 2020
Machinery and equipment	$	31,456		$	31,456
Computer equipment		6,846			6,846
Furniture and fixtures		36,059			36,059
Tooling and production		309,111			309,111
Leasehold improvements		30,553			30,553
Total		414,025			414,025
Less: accumulated depreciation		(378,938	)		(346,290	)
Total, net	$	35,087		$	67,735

Depreciation expense amounted to $32,648 and $48,700 for the nine-months ended September 30, 2021 and 2020, respectively.

NOTE 4 INTANGIBLE ASSETS

Intangible assets (patents) consisted of the following:

	September 30, 2021			December 31, 2020
Patents	$	621,934		$	470,766
Trademark		45,450			45,450
Less: Impairment Charges		—			—
Less: accumulated amortization		(143,800	)		(113,124	)
Total, net	$	523,584		$	403,092

Amortization expense on intangible assets was $30,676 and $21,072 for the nine-months ended September 30, 2021 and 2020, respectively. Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts at September 30, 2021:

Year Ending December 31
2021	$	11,119
2022		44,476
2023		43,186
2024		42,229
2025		42,229
2026 and Thereafter		340,345
Total	$	523,584

Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors.

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NOTE 5 DEBT

The following table presents the details of the principal outstanding:

		September 30, 2021		December 31, 2020
a)	PPP1 Loan	$	12,032	$	22,032
b)	PPP2 Loan		178,235		—
c)	EIDL		150,000		150,000
d)	Line of Credit		5,458,642		5,458,642
e)	Convertible Notes		1,300,000		1,250,000
	Total	$	7,098,909	$	6,880,674
	Notes payable, current portion		544,032		344,032
	Non current term notes payable	$	6,554,877	$	6,536,642

CARES Act Loans

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. Among other things, the CARES Act established the Paycheck Protection Program (“PPP”), which funded eligible businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and accrued interest if the proceeds are used for eligible costs, which include, but are not limited to, payroll, benefits, mortgage, lease, and utility expenses.

a) Paycheck Protection Program Loan - On April 13, 2020, we were granted a loan (the “PPP Loan”) under the Paycheck Protection Program in the aggregate amount of $269,500, pursuant to the Paycheck Protection Program under the CARES Act.

The PPP Loan, which was in the form of a note dated April 13, 2020 issued by SQL Technologies Corp., matures on April 13, 2022 and bears interest at a rate of 1.0% per annum, which is payable monthly following the deferral period, described below. The note may be prepaid at any time prior to maturity with no prepayment penalties. The Company recorded the principal amount of approximately $279,500 (which includes a $10,000 EIDL (as defined below) advancement) due on the PPP Loan in non-current notes payable in the consolidated balance sheet as of December 31, 2020. Interest on the PPP Loan was not material. The Company believes it used the entire PPP Loan amount for qualifying expenses. Under the terms of the Paycheck Protection Program, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

Effective June 2020, certain provisions of the PPP Loan were amended. The amendment modified the original payment deferment period from six months to either (i) the date that the U.S. Small Business Administration (the “SBA”) remits the Company’s loan forgiveness to the bank or (ii) the date that a final determination is made that no portion of the PPP Loan is forgiven, subject to the Company requesting forgiveness of the PPP Loan within a specified time period. The amendment also increased the amount of non-payroll costs eligible for loan forgiveness from 25% to 40%. During 2021, the Company requested forgiveness of the PPP Loan in accordance with the application requirements and received notice that $257,468 of the $269,500 note payable balance had been forgiven.

As part of the loan, the Company also received an advance of $10,000 from the SBA. While the SBA refers to this program as an advance, it was written into law as a grant. This means that the amount given through this program does not need to be repaid and has been recognized as Other Income.

As of September 30, 2021 and December 31, 2020, the Company recognized the forgiveness amount of $10,000 and $257,468, respectively.

As of September 30, 2021 and December 31, 2020, the loan balance was $12,032 and $22,032, respectively. Monthly principal and interest payments of $289.00 start in October 2021 with a maturity of April 13, 2025.

b) Second Paycheck Protection Program Loan - On February 3, 2021, we were granted a loan (the “PPP2 Loan”) under the Paycheck Protection Program Second Draw program in the aggregate amount of $178,235, pursuant to the Paycheck Protection Program under the CARES Act.

The PPP2 Loan, which was in the form of a note dated February 3, 2021 issued by SQL Technologies Corp., matures on February 3, 2026 and bears interest at a rate of 1.0% per annum, which will be payable monthly upon expiration of the payment deferral period. The payment deferral period will expire on either (i) the date that the SBA remits the Company’s loan forgiveness to the bank or (ii) the date that a final determination is made that no portion of the PPP2 Loan is forgiven, subject to the Company requesting forgiveness of the PPP Loan within a specified time period. The note may be prepaid at any time prior to maturity with no prepayment penalties. The Company recorded the principal amount of $178,235 due on the PPP2 Loan in non-current notes payable in the consolidated balance sheet as of September 30, 2021. Interest on the PPP2 Loan was not material.

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Under the terms of the PPP2 Loan, certain amounts of the PPP2 Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company believes it used the entire PPP2 Loan amount for qualifying expenses and, during 2021, the Company requested forgiveness in accordance with the application requirements. As of the date of this filing, the Company has not received a reply to its request and there can be no assurance that such PPP2 Loan will be forgiven, in whole or in part.

c) EIDL Loan - On June 24, 2020, the Company received a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business, pursuant to which the Company entered into a promissory note and security agreement with the SBA. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twenty-four months from the date of the EIDL Loan. The balance of principal and interest is due and payable 30 years from the date of the promissory note. The EIDL Loan may be prepaid in part or in full, at any time, without penalty. Additionally, the EIDL Loan is collateralized by certain of the Company’s property as specified within the security agreement. The EIDL Loan contains certain customary events of default and, in the event an event of default occurs, the SBA may require immediate repayment of all amounts due.

d) Line of Credit

On April 13, 2016, the Company entered into a Line of Credit Promissory Note with a lender (the “Line of Credit”) in the principal sum of up to ten million U.S. Dollars (US $10,000,000) to support purchase orders, inventory and general working capital needs. In January 2018, the Company entered into a mutual agreement to extend the Line of Credit through January 10, 2019. The Line of Credit was further extended through January 10, 2022 upon similar mutual agreement. The Company may draw and/or repay this Line of Credit from time to time until the maturity hereof. The note provides for monthly payments of interest at nine percent (9%) per annum on outstanding principal and matures on January 10, 2022, at which time the full principal amount and accrued but unpaid interest become due.

On December 14, 2021, the Company entered into a new secured promissory note with Nielsen & Bainbridge, LLC (“NBG”), in the amount of approximately $5.9 million, which amended and replaced the April 2016 promissory note. The unpaid principal accrues interest at the Wall Street Journal prime rate plus 1.75% per year. The amended note will mature sixty months following the date of issuance. The Company has or will make the following payments to NBG: on the date of issuance, $243,000; on December 30, 2021, an amount equal to all accrued and unpaid interest as of such date, plus $100,000; and on each of July 1, 2022, December 30, 2022, July 1, 2023 and December 30, 2023, an installment payment in an amount equal to all accrued and unpaid interest as of the respective date, plus $200,000. Commencing January 15, 2024, the Company will begin paying equal monthly installments of $144,175.53 in principal, plus all accrued and unpaid interest as of the payment date. The Company may prepay the amounts due under the amended note at any time and from time to time. The note contains customary events of default and, in the event that an event of default occurs, the amended note and all accrued interest will become immediately due and payable. The amended note is secured by the existing pledge and security agreement and by a first priority security interest in substantially all of the Company’s assets.

In conjunction with the Line of Credit, and the ongoing consultation on product sales and distribution, in each of March 2019 and August 2020, the Company issued 333,333 shares of its common stock valued at $3.00 per share, for an aggregate issuance of 666,666 shares of its common stock, and 33,334 shares in November 2021 to a joint venture partner pursuant to the 2018 mutual agreement.

The Line of Credit is secured by the assets of the Company. As of both September 30, 2021 and December 31, 2020, the outstanding balance on this note was $5,458,642. Accrued interest at September 30, 2021 and December 31, 2020 was $365,729 and $120,650, respectively, and included in Accounts Payable.

Refer to the Subsequent Event footnote below for additional modifications to the Line of Credit.

Principal payments on the Line of Credit are due as follows:

Year ending December 31,
2021	$	343,000
2022		400,000
2023		400,000
2024		1,702,317
2025		1,702,317
2026		911,008
Total	$	5,458,642

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e) Convertible Notes

	September 30, 2021		December 31, 2020
Convertible Notes, dated 9/23/2020	$	250,000	$	250,000
Convertible Notes, dated 11/10/2020		100,000		100,000
Convertible Notes, dated 10/30/2020		300,000		300,000
Convertible Notes, dated 11/3/2020		600,000		600,000
Convertible Notes, dated 1/13/2021		50,000		—
Total	$	1,300,000	$	1,250,000

Included in Convertible Notes are loans provided to the Company from two directors, an officer and two investors. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, the note matures in three years and accrues interest at a rate of 6% per annum, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the note is convertible at the option of the holder into shares of common stock at a conversion price of $15.00 per share. Upon notice to the holder, the Company may prepay, in whole or in part, the outstanding balance of the note at any time prior to the maturity date; the holder has the right to convert the note into shares of common stock in lieu of prepayment. Upon the occurrence of certain events of default, and upon written notice from the holder, the note will become immediately due and payable and, until paid in full, will bear interest at a rate of 12% per annum. As of September 30, 2021, the Company accrued interest on Convertible Notes of $70,907.

At September 30, 2021, principal payments on all notes payables referred to above (inclusive of the Line of Credit, the Convertible Notes, and CARES Act Loans) are due as follows:

Year ending December 31,
2021	$	344,032
2022		432,023
2023		439,934
2024		1,743,988
2025		3,042,152
2026		950,156
2027 and Thereafter		146,624
Total	$	7,098,909

NOTE 6 GE ROYALTY OBLIGATIONS

On June 15, 2011, we entered into the License Agreement with GE, pursuant to which we have the right to market certain ceiling light and fan fixtures displaying the GE brand. We and GE subsequently amended the License Agreement, including on April 17, 2013, August 13, 2014, September 25, 2018, May 2019 and December 1, 2020. The License Agreement imposes certain manufacturing and quality control conditions that we must maintain in order to continue to use the GE brand. The License Agreement is nontransferable and cannot be sublicensed. Various termination clauses are applicable to the License Agreement; however, none were applicable as of September 30, 2021 and December 31, 2020.

On August 13, 2014, we entered into a second amendment to the License Agreement pertaining to our royalty obligations. Under the initial terms of the amendment, we agreed to pay to GE a minimum trademark license fee of $12.0 million by November 30, 2018 (the “Initial Royalty Obligation”) for the rights assigned in the original contract. The amendment provided that, if we did not pay to GE royalties equal to the Initial Royalty Obligation over the term of the License Agreement, we would owe the difference to GE in December 2018.

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We are expanding our relationship with GE to collaborate on mutual capabilities, and in December 2020, we entered into the current amendment to the License Agreement. The amendments following the second amendment expanded our product range, including smart, and added additional global territory rights. The License Agreement has been extended for an additional five years and expires on November 30, 2023. Pursuant to the third amendment, entered into September 2018, the approximate remaining $10.0 million Initial Royalty Obligation that was due on November 30, 2018 was waived, and we agreed to pay GE an aggregate amount of $6.0 million, consisting of three annual installments of $2.0 million to be paid to GE in each of December 2018, 2019 and 2020. In December 2020, we entered into the current amendment, which restructured the royalty payment obligations due of approximately $4.4 million, plus $0.7 million in interest. We agreed to pay a total of $5.1 million to GE in quarterly installments through December 2023, including $100,000 due December 2020, an aggregate of $500,000 due in four equal installments in 2021, an aggregate of $1.2 million due in four equal installments in 2022 and an aggregate of $3.3 million due in four equal installments in 2023 (the “Minimum Payments”). In the event the Company receives significant funding rounds of at least $50.0 million in funding, it is required to use a portion of such funding to pay certain amounts to GE. The Minimum Payments will be in addition to the royalty payments made to GE during the respective year, as set forth below.

Royalty payments are due quarterly, using a December 1 – November 30 contract year and based upon the prior quarter’s sales. Royalty payments will be paid from sales of GE branded product subject to the following repayment schedule:

Net Sales in Contract Year	Percentage of Contract Year Net Sales owed to GE
$0 to $50,000,000		7	%
$50,000,001 to $100,000,000		6	%
$100,000,000+		5	%

The Company made principal payments of $375,000 plus royalty payments of $5,619 for the nine-months ended September 30, 2021. As of September 30, 2021, and December 31, 2020, the outstanding balance was $3,963,000 and $4,338,000, respectively. Minimum future payment obligations are approximately as follows:

Year	Minimum Obligation
2021	$	125,000
2022		1,200,000
2023		2,638,000
Thereafter		—
Total principal payments	$	3,963,000

NOTE 7 ACCRUED EXPENSES

Accrued expenses consisted of the following:

	September 30, 2021		December 31, 2020
Accrued interest, convertible notes	$	70,907	$	13,621
Accrued wages		525,000		345,000
	$	595,907	$	358,621

Accrued wages

Various members of management agreed to defer portions of their wages since the onset of the COVID-19 pandemic in 2020. As of September 30, 2021, and December 31, 2020, the Company owed $525,000 and $345,000, respectively, for such deferred wages owed for services which are included in the accrued expenses on the accompanying balance sheet.

Accrued interest, convertible notes

Refer to Note 5(e) Convertible Notes.

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NOTE 8 INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled.

At September 30, 2021 and December 31, 2020, the Company had a net operating loss carryforward of approximately $63,601,542 and $59,833,233, respectively and available to offset future taxable income indefinitely. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2020.

The effects of temporary differences that gave rise to significant portions of deferred tax assets at September 30, 2021 and December 31, 2020 were approximately as follows:

	September 30, 2021			December 31, 2020
Net operating loss carryforward	$	63,601,542		$	59,833,233
Gross Deferred Tax Assets		16,191,680			15,232,344
Less Valuation Allowance		(16,191,680	)		(15,232,344	)
Total Deferred Tax Assets – Net	$	—		$	—

There was no income tax expense for the year ended December 31, 2020 due to the Company’s net losses.

The Company’s tax expense differs from the “expected” tax expense for the year ended December 31, 2020, computed by applying the Federal Corporate tax rate of 21% to loss before taxes (35% for 2016 and prior) and 3.535% for Florida State Corporate Taxes (4.458% for 2020).

	September 30, 2021			December 31, 2020
Computed “expected” tax expense (benefit) – Federal	$	(13,356,324	)	$	(12,564,978	)
Computed “expected” tax expense (benefit) – State		(2,835,357	)		(2,667,366	)
Derivative expense		—			—
Change in Fair Value of Embedded Derivative		—			—
Loss/(Gain) on Debt Extinguishment		—			—
Change in valuation allowance		16,191,680			15,232,344
	$	—		$	—

NOTE 9 RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

Convertible Notes due to Related Parties represent amounts provided to the Company from two directors and the Chief Executive Officer of the Company, as well as a greater than 5% investor. See Note 5 under “e) Convertible Notes” for additional information regarding the convertible notes. As of September 30, 2021, the outstanding balance on the Convertible Promissory Notes was $1,300,000 plus accrued interest of $70,907.

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Newbridge Securities Corporation

In October 2018, the Company entered into an investment banking agreement with Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide business development, consulting and advisory services, including capital raising and placement agency services, to the Company. This agreement is renewed periodically and remained in effect as of September 30, 2021. Leonard J. Sokolow, a member of the Company’s board of directors, is the Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of Newbridge Securities Corporation, its broker dealer subsidiary. In connection with entering into the agreement, the Company paid Newbridge Securities Corporation a $25,000 fee and agreed to issue shares of common stock equal to $50,000, which were paid as of December 31, 2020.

Pursuant to the agreement, the Company agreed to pay placement agent fees equal to 8.0% of the gross purchase price upon closing of sales of the Company’s equity securities and 4.0% upon closing of any line of credit, secured or unsecured term loan or other non-convertible debt facility arranged by Newbridge Securities Corporation for the Company. Upon the closing of any such equity or debt transaction, the Company agreed to issue to Newbridge Securities Corporation, or its permitted assigns, warrants to purchase: (i) in an equity transaction, 10% of the sum of (A) the number of shares of common stock issued by the Company and (B) the number of shares of common stock issuable by the Company upon the exercise or conversion of convertible securities issued; and (ii) in a debt transaction, 10% of the facility amount, divided by a per share price equal to the last equity, warrants or options issued by the Company at the time of closing. The agreement further provides, among other things, that such warrants will contain provisions providing for cashless exercise, price protection and piggyback registration rights and will not be callable or redeemable by the Company.

The agreement also provides for sales commission with respect to certain agreements, including territorial licenses, marketing agreements and commercial contracts. If the transaction is with an organization located, identified or introduced by Newbridge Securities Corporation, the Company is required to pay Newbridge Securities Corporation a $75,000 fee at closing, plus 1% of the net revenues received by the Company, payable quarterly during the contract’s term. If the Company requested Newbridge Securities Corporation assist with closing the transaction, the Company is required to pay Newbridge Securities Corporation a $50,000 fee at closing, plus 0.25% of the net revenues received by the Company, payable quarterly for the lesser of five years or the contract’s term.

Pursuant to the agreement, as of September 30, 2021, the Company has paid Newbridge Securities Corporation an aggregate of $119,432 in placement agent fees (not including expenses). In March 2021, effective as of December 31, 2020, the Company issued 10,000 shares to Newbridge Securities Corporation and its affiliates pursuant to the agreement, of which Newbridge Securities Corporation received 3,600 shares and Mr. Sokolow received 4,500 shares. In addition, on December 31, 2020, the Company issued three-year warrants to purchase an aggregate of up to 14,375 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “Newbridge Warrants”), including warrants to purchase up 5,674 shares and 4,469 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The Newbridge Warrants may be exercised, in whole or in part, at any time on or prior to December 31, 2023. Among other terms, the Newbridge Warrants provide for cashless exercise of the Newbridge Warrants if, after December 31, 2021, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Newbridge Warrants. In addition, the Newbridge Warrants contain certain piggyback registration rights, such that, if the Company registers any of its securities either for its own account or for the account of other security holders, the holders of the Newbridge Warrants are entitled to include their shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering.

An employee of Newbridge Securities Corporation provides services to the Company in connection with preparation for the Company’s initial public offering pursuant to an investment banking engagement agreement, entered into in May 2021, between the Company and Newbridge Securities Corporation, pursuant to which Newbridge Securities Corporation agreed to provide certain corporate advisory services. The agreement has a 12 month term, during which the Company will pay Newbridge Securities Corporation’s pre-approved expenses. The Company will also pay a $500,000 corporate advisory fee, in the form of restricted common stock, upon successful listing of the Company’s common stock on a U.S. national securities exchange. The number of shares issued will be determined based on the initial offering price in the offering, and such shares will be subject to a six-month lock-up provision. The Company will be required to pay such fee if it successfully lists on an exchange during the term of the agreement or within nine months following expiration of the term.

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The Company entered into a separate investment banking engagement agreement in May 2021 with Newbridge Securities Corporation relating to merger and acquisition services. The agreement has a 12 month term, which will be automatically extended on a month-to-month basis if negotiations or discussions are ongoing at the end of the term. The Company will pay Newbridge Securities Corporation’s pre-approved reasonable expenses during the term. Upon closing of a merger or acquisition transaction facilitated by Newbridge Securities Corporation, the Company will pay, in equity, a transaction fee equal to 2.0% of the aggregate consideration (as defined in the agreement) of such transaction. The equity received will be subject to a six-month leak-out provision. The Company will be required to pay the transaction fee after expiration of the agreement or if the Company terminates the agreement without cause (as defined in the agreement), if the Company (i) completes a merger or acquisition transaction with a party identified by Newbridge Securities Corporation within 12 months of such termination or (ii) enters into an agreement contemplating a merger or acquisition with a party identified by Newbridge Securities Corporation during the term of the agreement or the following 12 months, which agreement is ultimately consummated.

In June 2021, the Company entered into an engagement letter with The Benchmark Company LLC, which provided that Newbridge Securities Corporation had the option to act as an underwriter for the Company’s initial public offering.

Bridge Line Ventures

The Company and Bridge Line Ventures, LLC Series ST-1 (“Bridge Line Ventures”), the manager of which is Bridge Line Advisors, LLC, of which Leonard J. Sokolow, a member of the Company’s board of directors, is Chief Executive Officer and President, entered into the following stock purchase agreements during the nine months ended September 30, 2021 (collectively, the “Bridge Line SPAs”):

● Stock Purchase Agreement, dated February 26, 2021, as amended March 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 25,373 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated March 30, 2021, as amended April 30, 2021, June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 37,500 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated April 30, 2021, as amended June 30, 2021 and August 31, 2021, pursuant to which Bridge Line Ventures purchased 2,084 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated June 30, 2021, as amended August 31, 2021, pursuant to which Bridge Line Ventures purchased 150,000 shares of common stock at a purchase price per share of $12.00.

● Stock Purchase Agreement, dated August 31, 2021, pursuant to which Bridge Line Ventures purchased 16,667 shares of common stock at a purchase price per share of $12.00.

Gross proceeds from Bridge Line Ventures amounted to $2,779,464 for the nine-months ended September 30, 2021.

Each of the Bridge Line SPAs contains substantially the same terms. Among other things, the Bridge Line SPAs contain anti-dilutive price protection measures, which apply for 24 months following the date of closing of the Bridge Line SPAs, subject to certain exceptions, and provide for certain piggyback registration rights, such that, subject to certain exceptions, including if the registration statement is for an initial public offering, if the Company registers any of its securities either for its own account or for the account of other security holders, Bridge Line Ventures is entitled to include its shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering. In addition, the Company may require Bridge Line Ventures agree to a six month lock-up of its shares following the effective date of the applicable registration statement.

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The Bridge Line SPAs also contain a standstill provision pursuant to which Bridge Line Ventures agreed to certain restrictions related to the Company for three years following the effective date of each of the Bridge Line SPAs, including, among other things, prohibitions on, either alone or together with any other person, acquiring additional shares of the Company’s common stock or any of its assets, soliciting proxies or seeking representation on our board of directors, unless the Company agrees to such actions in writing.

In addition, on each of June 30, 2021 and August 31, 2021, pursuant to the Bridge Line SPAs, Bridge Line Ventures received a three-year warrant to purchase up to 214,957 and 16,667 shares of the Company’s common stock, respectively, at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company) (the “Bridge Line Ventures Warrants”). The Bridge Line Ventures Warrants may be exercised, in whole or in part, at any time on or prior to June 30, 2024 or August 31, 2024, respectively. Among other terms, the Bridge Line Ventures Warrants provide for cashless exercise of the Bridge Line Ventures Warrants if, after June 30, 2022 or August 31, 2022, respectively, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Bridge Line Ventures Warrants. In addition, the Bridge Line Ventures Warrants contain certain piggyback registration rights, which are substantially the same as those provided in by the Bridge Line SPAs.

Other Options and Warrants

In May 2018, effective April 19, 2017, the Company granted an option to purchase 100,000 shares of common stock to Steven Siegelaub, of which 50,000 options have an exercise price of $3.00 per share and vested on June 30, 2017 and 50,000 options have an exercise price of $4.00 per share and vested on December 31, 2017. Such options were granted under the 2015 Plan and expire in April 2027. Mr. Siegelaub, together with his affiliates, is a greater than 5% holder of the Company’s common stock.

In September 2018, Enterprise 2013, LLC exercised in full a warrant received in May 2014 connection with a previous private placement and acquired 185,208 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $69,453. As the managing member of Enterprise 2013, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In October 2018 and November 2018, Strul Associates Limited Partnership exercised in full a warrant purchased in a May 2016 private placement and acquired 1,000,000 and 350,000 shares of common stock, respectively, at an exercise price of $3.00 per share, for an aggregate purchase price of $4,050,000. Strul Associates Limited Partnership is a greater than 5% holder of the Company’s common stock.

In December 2018 and May 2019, Dov Shiff exercised in full a warrant purchased in a May 2014 private placement and acquired 533,334 and 1,156,666 shares of common stock, respectively, at an exercise price of $0.375 per share. Of the aggregate shares acquired, 1,250,000 shares were issued to Mr. Shiff and 20,000 shares were issued to Mr. Shiff’s spouse, with the remaining shares issued to other individuals. Mr. Shiff is a member of the Company’s board of directors.

In May 2019, Safety Investors 2014, LLC exercised in full a warrant purchased in a May 2014 private placement and acquired 650,000 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $243,750. As the managing member of Safety Investors 2014, LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

In May 2019, Investment 2013 LLC exercised in full a warrant purchased in a November 2013 private placement and acquired 194,132 shares of common stock at an exercise price of $0.375 per share, for an aggregate purchase price of $72,800. As the managing member of Investment 2013 LLC, Mr. Siegelaub may be deemed to the beneficial owner of the shares held by such entity.

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In June 2020, the Company issued a three-year volume warrant to purchase up to 1,125,000 shares of common stock to Strul Associates Limited Partnership, pursuant to a May 2016 private placement. The exercise price was $3.00 if exercised prior to June 1, 2021, $3.25 if exercised on or after June 1, 2021 and prior to June 1, 2022 and $3.50 if exercised on or after June 1, 2022 through June 1, 2023 (in each case, subject to adjustment, including in the event of certain subsequent equity sales by the Company). The warrant was exercisable in whole or in part at any time prior to or on June 1, 2023. In December 2020, Strul Associates Limited Partnership exercised the warrant in full and acquired an aggregate of 1,012,500 shares of common stock, including 675,000 shares of common stock for an aggregate purchase price of $2,025,000 and a net total of 337,500 shares of common stock pursuant to a cashless exercise of the remainder of the warrant.

NOTE 10 STOCKHOLDERS’ DEFICIT

(A) Common Stock

The Company issued the following common stock during the nine months ended September 30, 2021:

Transaction Type		Qty Shares Issued		Qty Shares to be Issued		Valuation $ (Issued)		Valuation $ (To be Issued)		Range of Value Per Share
2021 Equity Transactions
Common stock issued per PPM	(1)		231,624		—	$	2,779,464	$	—	$	12.00
Common stock issued per consulting agreement	(2)		—		190,000		—		570,000		3.00
Conversion of preferred stock	(3)		200,000		—		50,000		—		0.25
Common stock issued for the cashless exercise of warrants	(4)		21,250		—		74,375		—		3.50
Total Nine Months 2021 Equity Transactions			452,874		190,000	$	2,903,839	$	570,000	$	0.25 – 12.00

The following is a more detailed description of the Company’s stock issuances from the table above:

(1) Shares Issued to Investors and Placement Agent in Connection with Offering

During the nine months ended September 30, 2021, the Company engaged in five private placement offerings of shares of its common stock at $12.00 per share to Bridge Line Ventures, consisting of the sale of 25,373 shares in February 2021, for gross proceeds of $304,464; 37,500 shares in March 2021 for gross proceeds of $450,000; 2,084 shares in April 2021, for gross proceeds of $25,000; 150,000 shares in June 2021 for gross proceeds of $1,800,000; and 16,667 shares in August 2021 for gross proceeds of $200,000.

(2) Shares Issued or Issuable to Executives, Employees, Consultants and Service Providers

During the nine-months ended September 30, 2021, the Company incurred an obligation to issue to consultants of the Company, pursuant to consulting agreements, a total of 190,000 shares of its common stock valued at $3.00 per share; as of September 30, 2021, such shares had not been issued by the Company.

(3) Shares Issued Upon Conversion of Preferred Stock

In February 2021, the Company issued 200,000 shares of its common stock valued at $0.25 per share and in accordance with the Company’s articles of incorporation, upon conversion of the same number of shares of Preferred Stock by the holder thereof. No gain or loss was recognized as a result of the conversion.

(4) Shares Issued Pursuant to Warrants Exercised

In May 2021, an investor in the Company exercised in full 30,000 warrants to purchase common stock at $3.50 per share into 21,250 shares of common stock by cashless exercise.

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(B) Preferred Stock

The following is a summary of the Company’s Preferred Stock activity:

Transaction Type	Quantity			Valuation			Value per Share
Preferred Stock Balance at December 31, 2020		13,456,936		$	3,364,233		$	0.25
2021 Preferred Stock Transactions		(200,000	)		(50,000	)		0.25
Total 2021 Preferred Stock Transactions		(200,000	)	$	(50,000	)	$	0.25
Preferred Stock Balance at September 30, 2021		13,256,936		$	3,314,233		$	0.25

In accordance with the August 2016 Elections, the Company has issued 13,456,936 shares of 6% Preferred Stock in exchange for Notes having a principal balance of $3,364,233. The Preferred Stock will be convertible upon the election of the holder thereof. Shares of the Preferred Stock may be repurchased by the Company upon 30 days’ prior written notice, in whole or in part, for USD $3.50 per share, provided that during such notice period the holder will continue to have the option and right to convert its shares of Preferred Stock into shares of Common Stock. Holders also have a put option, allowing them to sell their shares of Preferred Stock back to the Company at USD $0.25 per share, the Note conversion price, and therefore the stock is classified as Mezzanine equity rather than permanent equity. For both the nine months ended September 30, 2021 and 2020, the Company paid dividends in the amount of $97,655 to the Preferred Stock shareholders.

Redeemable preferred stock subject to redemption: $0 par value; 20,000,000 shares authorized; 13,256,936 at September 30, 2021 and 13,456,936 at December 31, 2020.

(C) Stock Options

The following is a summary of the Company’s stock option activity:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Balance, December 31, 2020		12,654,500	$	3.36		4.31	$	8,754,750
Exercised/Expired		—		—		—		—
Granted		1,097,682		11.47		4.20		—
Forfeited/Cancelled		—		—		—		—
Balance, September 30, 2021		13,752,182	$	4.06		4.31	$	8,754,750

The Company has issued, or the Company’s Board of Directors has authorized grants of, options, some of which have vested, to purchase shares of Common Stock through its 2015 Plan and/or 2018 Plan. The Company has issued options to purchase, in the aggregate, up to 13,752,182 shares of Common Stock, in conjunction with its 2015 Plan, 2018 Plan, agreements or otherwise.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes. Refer to the footnote above – Stock-based compensation. The range of inputs used by the Company are as follows:

At September 30, 2021, the Black-Scholes model calculations included stock price on the date of measurement ranging from $3.00 - $3.00, exercise price with a range of $3.00 - $12.00, a term ranging from 1.3 years to 1.3 years, computed volatility with a range of 34% to 34%, and a discount rate ranging from .09% to 2.49%.

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At December 31, 2020, the Black-Scholes model calculations included stock price on the date of measurement ranging from $3.00 - $3.00, exercise price with a range of $3.00 - $12.00, a term ranging from 1.3 years to 7.5 years, computed volatility with a range of 34% to 82%, and a discount rate ranging from .09% to 2.49%.

The Company recognized compensation expense related to the vesting of options. Value of options for the nine months ended September 30, 2021 and the year ended December 31, 2020:

Compensation expense related to vesting options	September 30, 2021		2020
Options expense pursuant to chairman agreement	$	96,487	$	897,063
Options expense pursuant to director compensation policy		—		412,825
Option expense pursuant to executive compensation agreement		—		15,476
Option expense pursuant to employee and consulting agreement		162,091		840,083
	$	258,578	$	2,165,447

(D) Warrants Issued

The following is a summary of the Company’s warrant activity:

	Number of Warrants			Weighted Average Exercise Price
Balance, December 31, 2020		1,602,415		$	3.23
Issued		261,624			12.00
Exercised		(30,000	)		—
Forfeited/Cancelled		—			—
Balance, September 30, 2021		1,834,039		$	4.34

The fair value of share warrants and similar instruments is estimated on the date of grant using a Black-Scholes. Refer to the footnote above – Stock-based compensation.

(E) 2015 Stock Plan

On April 27, 2015, the Board approved the Company’s 2015 Stock Incentive Plan (the “2015 Plan”), and effective July 31, 2016, a majority of the Company’s shareholders approved the 2015 Plan. Under the 2015 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2015 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2015 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2015 Plan to an officer of the Company. The 2015 Plan relates to the issuance of up to 5,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. Certain options to be granted to employees under the 2015 Plan are intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, while other options granted under the 2015 Plan will be nonqualified options not intended to qualify as Incentive Stock Options ISOs (“Nonqualified Options”), either or both as provided in the agreements evidencing the options described. The 2015 Plan was replaced by the 2018 Plan (as defined below).

(F) 2018 Stock Plan

On April 26, 2018, the Board approved the Company’s 2018 Stock Incentive Plan, which was amended and restated on each of August 30, 2019 and November 12, 2021 (the “2018 Plan”). Under the 2018 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2018 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2018 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2018 Plan to an officer of the Company. The 2018 Plan relates to the issuance of up to 10,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. As of September 30, 2021, no shares of Common Stock were available for issuance (not granted) under the 2018 Plan. The November 2021 amendment and restatement increased the shares available for issuance under the 2018 Plan to 10,000,000.

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NOTE 11 COMMITMENTS

(A) Operating Lease

In September 2020, the Company entered into a 12-month real property lease for office space at $2,175 per month. The Company expenses such payment as rent expense in the period incurred. In September 2021, the Company renewed its lease for another twelve months at $2,240 per month.

Minimum future rent obligations are approximately as follows:

Year	Minimum Obligation
2021	$	4,481
2022		20,162
	$	24,643

(B) Executive Employment Agreements

John P. Campi (Chief Executive Officer and Chief Financial Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with John Campi, its Chief Executive Officer and Chief Financial Officer (the “Campi Agreement”), which superseded Mr. Campi’s previous employment agreement effective September 1, 2016. The Campi Agreement provided for an initial term of one year, which expired August 31, 2020. The term may be, and has been, renewed by the mutual agreement of Mr. Campi and the Company. Subject to other customary terms and conditions of such agreements, the Campi Agreement provides that Mr. Campi will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 120,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; (iii) incentive compensation consisting of (a) a cash component, paid on an annual basis, equal to (x) 0.25% of the Company’s annual gross revenue and (y) 3.0% of the Company’s annual net income, and (b) a stock option component, consisting of five-year options to purchase shares of common stock in an amount equal to 0.5% of the Company’s quarterly net income, the exercise price of which will be determined at the time such options are granted. Mr. Campi is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties.

Pursuant to the Campi Agreement, Mr. Campi may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of his employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Campi Agreement by Mr. Campi that is not cured within 30 days of written notice; and Mr. Campi’s death, disability or incapacity. Following the expiration of the initial term, the Campi Agreement may be terminated by the board of directors at its discretion, in which case Mr. Campi will receive a payment equal to 50% of his then-applicable annual base salary. In addition, Mr. Campi may terminate the Campi Agreement at his discretion by providing at least 30 days’ prior written notice to the Company.

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Campi Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Campi Agreement. All shares granted will vest immediately.

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Rani R. Kohen (Executive Chairman)

Effective September 1, 2019, the Company entered into an Executive Chairman Agreement with Rani R. Kohen (as amended, the “Chairman Agreement”) to serve as the Company’s Executive Chairman and Chairman of the board of directors, which superseded Mr. Kohen’s previous chairman agreement effective September 1, 2016. The Chairman Agreement provides that Mr. Kohen will serve for an initial term of three years and that the Chairman Agreement will automatically renew unless Mr. Kohen or the board of directors decide otherwise.

Subject to other customary terms and conditions of such agreements, the Chairman Agreement provides that Mr. Kohen will receive: (i) a base salary of $250,000 per year, which will be increased by the Company in the event the Company has a significant cash raise; (ii) annual equity compensation consisting of an option to purchase 340,000 shares of common stock at an exercise price of $6.00 per share, which will vest one year following the date of grant (subject to certain exceptions) and will have a five-year term; (iii) a sign-on bonus stock option to purchase 120,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on January 1, 2020 and has a five-year term; (iv) supplemental bonus compensation of stock options to purchase up to 6,000,000 shares of common stock at an exercise price ranging between $6.00 and $8.00 per share, determined based on the achievement of specified market capitalizations of the Company, as described further below, which will have a five-year term; (v) supplemental bonus compensation of stock options to purchase up to 4,000,000 shares of common stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the achievement of specified market capitalizations of the Company, as provided by the previous chairman agreement and described further below; and (vi) incentive compensation equal to 0.5% of the Company’s gross revenue, which will be paid in cash, stock and/or options on an annual basis.

Mr. Kohen is eligible for the following supplemental bonus compensation under the Chairman Agreement: (i) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the Company achieving each of the following market capitalizations: $500.0 million, $1.0 billion, $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the Company achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (iii) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the Company achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Mr. Kohen additionally remains eligible to receive the following supplemental bonus compensation, pursuant to the prior chairman agreement: (i) options to purchase 500,000 shares of common stock at $3.00 per share, upon the Company achieving each of the following market capitalizations: $300.0 million, $500.0 million and $750.0 million; (ii) options to purchase 500,000 shares of common stock at $4.00 per share, upon the Company achieving each of the following market capitalizations: $1.0 billion, $1.5 billion and $2.0 billion; and (iii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the Company achieving each of the following market capitalizations: $2.5 billion and $3.0 billion. As of September 30, 2021, the following options have vested: (i) options to purchase 1.5 million shares at an exercise price of $3.00 per share, (ii) options to purchase 500,000 shares at an exercise price of $4.00 per share; and (iii) options to purchase 1.0 million shares at an exercise price of $6.00 per share.

Mr. Kohen is also entitled to receive a car allowance of $1,000 per month, reimbursement for cell phone costs and expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of his duties. In addition, in the event Mr. Kohen invents additional new products and applications for the Company, including products based on the Company’s existing intellectual property, Mr. Kohen will be entitled to receive additional compensation, which will be determined by the board of directors.

Pursuant to the Chairman Agreement, Mr. Kohen may be terminated for “cause,” which is defined as an act of fraud, embezzlement or theft; a material violation of the Chairman Agreement by Mr. Kohen that is not cured within 60 days of written notice; and Mr. Kohen’s death, disability or incapacity. During the initial term of the Chairman Agreement, if Mr. Kohen is terminated without cause, (i) the Company will pay Mr. Kohen an amount calculated by multiplying Mr. Kohen’s monthly salary at the time of such termination by the number of months remaining in the initial term; (ii) Mr. Kohen’s annual equity compensation will vest on a pro rata basis; and (iii) Mr. Kohen will receive full payment of all unpaid incentive compensation. Following the expiration of the initial term, the Chairman Agreement may be terminated by the board of directors at its discretion, in which case Mr. Kohen will receive full payment for all incentives and will be entitled to compensation for his invented products. Mr. Kohen may terminate the Chairman Agreement at his discretion by providing at least 90 days’ prior written notice to the Company. In the event Mr. Kohen’s employment is terminated by reason of his death, the Company will pay Mr. Kohen’s beneficiaries 12 months of Mr. Kohen’s base salary or Mr. Kohen’s base salary through the remainder of the year in which Mr. Kohen’s death occurs, whichever is greater, and all annual stock compensation, incentive compensation and supplemental bonus compensation due to Mr. Kohen will be bequeathed to his beneficiaries.

In the event the Company is acquired, is the non-surviving party in a merger or sells all or substantially all of its assets, the Chairman Agreement will not be terminated, and the Company will ensure that the transferee or surviving company is bound by the provisions of the Chairman Agreement. All shares granted and any other compensation will vest and be paid immediately.

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Patricia Barron (Chief Operations Officer)

Effective September 1, 2019, the Company entered into an Executive Employment Agreement with Patricia Barron, its Chief Operations Officer (the “Barron Agreement”), which superseded Ms. Barron’s previous employment agreement effective July 1, 2016. The Barron Agreement provided for an initial term of one year, which term may be, and has been, renewed by the mutual agreement of Ms. Barron and the Company. Subject to other customary terms and conditions of such agreements, the Barron Agreement provides that Ms. Barron will receive: (i) a base salary of $150,000 per year, which may be adjusted each year at the discretion of the board; (ii) a sign-on bonus of a stock option to purchase 100,000 shares of common stock at an exercise price of $6.00 per share, which vested in its entirety on December 31, 2020; and (iii) cash incentive compensation equal to 0.25% of the Company’s net revenue, payable on an annual or quarterly basis. Ms. Barron is also entitled to receive expense reimbursement for reasonable expenses, including travel and entertainment, incurred in the performance of her duties.

Pursuant to the Barron Agreement, Ms. Barron may be terminated for “cause,” which is defined as an act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of her employment that is materially injurious to the financial condition or business reputation of the Company; a material violation of the Barron Agreement by Ms. Barron that is not cured within 30 days of written notice; and Ms. Barron’s death, disability or incapacity. Following the expiration of the initial term, the Barron Agreement may be terminated by the board of directors at its discretion, in which case Ms. Barron will receive one month of her then-applicable annual base salary for every year of employment by the Company, as well as any unpaid incentive compensation. In addition, Ms. Barron may terminate the Barron Agreement at her discretion by providing at least 30 days’ prior written notice to the Company.

In the event the Company is acquired, is the non-surviving entity in a merger or sells all or substantially all of its assets, the Barron Agreement will survive, and the Company will use its best efforts to ensure that the transferee or surviving company is bound by the provisions of the Barron Agreement. All shares granted will vest immediately.

NOTE 12 CONCENTRATIONS

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For both the nine-months ended September 30, 2021 and 2020, two customers accounted for 100% of revenue.

At September 30, 2021, one customer accounted for 100% of accounts receivable. Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks existed at September 30, 2021. Generally, the Company does not require collateral or other securities to support its accounts receivable. All amounts were deemed collectible at September 30, 2021 and December 31, 2020 and accordingly, the Company had not incurred any bad debt expense at September 30, 2021 and December 31, 2020.

Major Vendors

The Company had two major vendors that accounted for approximately 100% of cost of sales, for the nine-months ended September 30, 2021 and 2020. The Company expects to maintain this relationship with the vendors.

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NOTE 13 LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations.

NOTE 14 SUBSEQUENT EVENTS

Transactions with Newbridge Securities Corporation

In connection with private placement offerings of common stock and warrants in October, November and December 2021, the Company paid Newbridge Securities Corporation approximately $490,000 in placement agent fees under the 2018 investment banking agreement. The Company also issued three-year warrants to purchase an aggregate of up to 89,685 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company), including (i) warrants dated October 26, 2021 to purchase an aggregate of up to 3,750 shares of common stock, including warrants to purchase up to 725 shares and 1,088 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (ii) warrants dated November 29, 2021 to purchase an aggregate of up to 12,501 shares of common stock, including warrants to purchase up to 2,250 shares and 3,375 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iii) warrants dated December 2021 to purchase an aggregate of up to 4,167 shares, including warrants to purchase up to 749 shares and 1,125 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iv) warrants dated December 2021 to purchase an aggregate of up to 50,000 shares, including warrants to purchase up to 8,999 shares and 13,500 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, and (v) warrants dated December 2021 to purchase an aggregate of up to 19,267 shares, including warrants to purchase up to 3,468 shares and 5,202 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The warrants contain substantially the same terms as the warrants issued to Newbridge Securities Corporation and its affiliates effective December 31, 2020; for more information, see Note 9, Related Party Transactions.

Line of Credit

In November 2021, the Company issued 33,334 shares of common stock to NBG pursuant to a 2018 agreement.

On December 14, 2021, the Company entered into a new secured promissory note with NBG, in the amount of approximately $5.9 million, which amended and replaced the April 2016 promissory note. The unpaid principal accrues interest at the Wall Street Journal prime rate plus 1.75% per year. The amended note will mature sixty months following the date of issuance. The Company has or will make the following payments to NBG: on the date of issuance, $243,000; on December 30, 2021, an amount equal to all accrued and unpaid interest as of such date, plus $100,000; and on each of July 1, 2022, December 30, 2022, July 1, 2023 and December 30, 2023, an installment payment in an amount equal to all accrued and unpaid interest as of the respective date, plus $200,000. Commencing January 15, 2024, the Company will begin paying equal monthly installments of $144,175.53 in principal, plus all accrued and unpaid interest a s of the payment date. The Company may prepay the amounts due under the amended note at any time and from time to time. The note contains customary events of default and, in the event that an event of default occurs, the amended note and all accrued interest will become immediately due and payable. The amended note is secured by the existing pledge and security agreement and by a first priority security interest in substantially all of the Company’s assets.

Common Stock Issuances

In October 2021, in private placement transactions with four investors, the Company sold an aggregate of 37,502 shares of common stock and warrants to purchase up to 37,502 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $450,000. Such shares have certain piggyback registration rights.

In November 2021, in private placement transactions with two investors, the Company sold an aggregate of 125,001 shares of common stock and warrants to purchase up to 125,001 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $1,500,000. Such shares and warrants have certain piggyback registration rights.

In mid-December 2021, the Company received gross proceeds of approximately $500,000 from the sale of 41,667 shares of common stock at $12.00 per share and warrants to purchase up to 41,667 shares of common stock at an exercise price of $12.00 per share in a private placement.

In late December 2021, the Company received gross proceeds in the aggregate amount of approximately $8.3 million from the sale of 692,667 shares of common stock at $12.00 per share to several investors, in a private placement.

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Shares of Common Stock

PROSPECTUS

The Benchmark Company

        , 2022

Through and including                  , 2022 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, FINRA filing fee and the Nasdaq initial listing fee.

	Amount to be paid
SEC registration fee	$	2,132
FINRA filing fee	$	2,124
Nasdaq initial listing fee	$	*
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Transfer agent and registrar fees and expenses	$	*
Printing and engraving expenses	$	*
Miscellaneous	$	*
Total	$	*

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our articles of incorporation provide that, to the fullest extent permitted by law, no director or officer of the Company will be personally liable to the Company or its stockholders for damages for breach of any duty owed to the Company or its stockholders. In addition, our bylaws provide that our directors and officers will be indemnified to the fullest extent permitted by the FBCA. Specifically, our bylaws require the Company to indemnify any person who is or was, or has agreed to become, a director or officer of the Company (hereinafter, a “director” or “officer”) and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (hereinafter, a “proceeding”), including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Company, or, while a director or officer of the Company, is or was serving, or has agreed to serve, such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys’ fees (hereinafter, “expenses”), incurred in connection with such proceeding. However, a director and/or officer is not entitled to indemnification if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The Company is required to indemnify a director or officer in connection with any suit (or part thereof) initiated by a director or officer only if such suit (or part thereof) was authorized by the board of directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

We also maintain general liability insurance that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification of us and our directors and officers by the underwriters against certain liabilities under the Securities Act and the Securities Exchange Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

Common Stock Issuances (Excluding Option and Warrant Exercises)

In March 2018, the Company issued 120,000 shares to each of Messrs. Campi and Wells, for an aggregate of 240,000 shares, pursuant to their respective employment agreements.

In each of June 2018 and September 2018, the Company issued 150,000 shares of common stock, for an aggregate of 300,000 shares, to a joint venture partner pursuant to a 2018 agreement.

In March 2019, the Company issued 333,333 shares of common stock to a joint venture partner pursuant to a 2018 agreement.

In June 2019, the Company issued 105,000 shares of common stock to a service provider pursuant to an agreement with such provider.

In December 2019, the Company issued an aggregate of 216,667 shares of common stock to certain investors in a private placement for aggregate proceeds of approximately $2.6 million at a purchase price of $12.00 per share.

In December 2019, the Company issued 100,000 shares of common stock to an employee as a stock award granted pursuant to his employment agreement.

In December 2019, the Company issued an aggregate of 170,000 shares of common stock to two employees pursuant to their employment agreements.

In December 2019, the Company issued an aggregate of 212,000 shares of common stock to its four non-employee directors as part of their director compensation, consisting of the following: 50,000 shares issued to each of Shiff Group Investments Ltd., Mr. Ridge and Mr. Peter and 62,000 shares issued to Mr. Sokolow.

In January 2020, the Company issued 29,167 shares of common stock to an investor in a private placement for aggregate proceeds of approximately $350,000 at a purchase price of $12.00 per share.

In June 2020, the Company issued 8,334 shares of common stock to an investor in a private placement for aggregate proceeds of approximately $100,000 at a purchase price of $12.00 per share. Such shares have certain anti-dilution rights.

In August 2020, the Company issued an aggregate of 124,000 shares of common stock to an employee pursuant to his employment agreement.

In August 2020, the Company issued 333,333 shares of common stock to a joint venture partner pursuant to a 2018 agreement.

In November 2020, the Company issued an aggregate of 4,750 shares of common stock to a consulting firm as compensation for services provided pursuant to a consulting agreement with such firm.

II-2

In November 2020, the Company issued an aggregate of 1,150,000 shares of common stock to three employees and consultants, including 1,025,000 shares issued to Mr. Wells, pursuant to their respective employment or consulting agreements. The shares issued to Mr. Wells were granted pursuant to his 2016 executive employment agreement, pursuant to which he served as the Company’s president, for services provided during the term of the agreement.

In February 2021, the Company issued 2,084 shares of common stock to a service provider.

In March 2021, the Company issued an aggregate of 43,000 shares of common stock to Mr. Sokolow as part of his director compensation.

In March 2021, the Company issued 10,000 shares of common stock to four investors pursuant to the investment banking agreement with Newbridge Securities Corporation, of which Mr. Sokolow received 4,500 shares and Newbridge Securities Corporation received 3,600 shares.

In a series of transactions from February 2021 to August 2021, Bridge Line Ventures purchased an aggregate of 231,624 shares of common stock for aggregate proceeds of approximately $2.8 million at a purchase price of $12.00 per share. The share purchases consisted of 25,373 shares purchased in February 2021; 37,500 shares purchased in March 2021; 2,084 shares purchased in April 2021; 150,000 shares purchased in June 2021; and 16,667 shares purchased in August 2021. Such shares have certain piggyback registration and anti-dilution rights.

In October 2021, in private placement transactions with four investors, the Company sold an aggregate of 37,502 shares of common stock, at $12.00 per share, and warrants to purchase up to 37,502 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $450,000. Such shares and warrants have certain piggyback registration and anti-dilution rights.

In November 2021, the Company issued 33,334 shares of common stock to a joint venture partner pursuant to a 2018 agreement.

In November 2021, in a private placement transaction with two investors, the Company sold an aggregate of 125,001 shares of common stock, at $12.00 per share, and warrants to purchase up to 125,001 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $1,500,000. Such shares and warrants have certain piggyback registration and anti-dilution rights.

In mid-December 2021, in a private placement transaction, the Company sold an aggregate of 41,667 shares of common stock, at $12.00 per share, and warrants to purchase up to 41,667 shares of common stock at an exercise price of $12.00 per share for aggregate gross proceeds of approximately $500,000. Such shares and warrants have certain piggyback registration and anti-dilution rights.

In late December 2021, the Company received gross proceeds in the aggregate amount of approximately $8.3 million from the sale of 692,667 shares of common stock at $12.00 per share to several investors, in a private placement. Such shares have certain piggyback registration and anti-dilution rights.

Option Grants and Exercises

In May 2018, the Company granted options to purchase an aggregate of 1,800,000 shares of common stock, at exercise prices ranging from $3.00 to $5.00 per share, to certain of its employees, consultants and non-employee directors as compensation, including options to purchase 300,000 shares issued to Mr. Sokolow, options to purchase 500,000 shares issued to Mr. Ridge and options to purchase 100,000 shares issued to Mr. Peter.

In June 2018, the Company granted options to purchase an aggregate of 600,000 shares of common stock to a consultant of the Company, at an exercise price of $5.00 per share.

In December 2019, the Company issued a net total of 231,250 shares of common stock to a consultant pursuant to a cashless exercise of options to purchase an aggregate of 250,000 shares.

In March 2021, the Company granted Mr. Sokolow the following options to purchase shares of common stock as director compensation:

● Options to purchase 75,000 shares of common stock, at an exercise price of $2.60 per share, which expire January 1, 2022.

● Options to purchase 100,000 shares of common stock, at an exercise price of $3.00 per share, which expire January 1, 2023.

● Options to purchase 100,000 shares of common stock, at an exercise price of $3.00 per share, which expire January 1, 2024.

● Options to purchase 100,000 shares of common stock, at an exercise price of $12.00 per share, which expire January 1, 2025.

● Options to purchase 100,000 shares of common stock, at an exercise price of $12.00 per share, which expire December 31, 2025.

II-3

Series A Preferred Stock Conversions

In February 2021, a holder of Series A Preferred Stock converted 200,000 shares of the Series A Preferred Stock into 200,000 shares of common stock.

Warrant Issuances and Exercises

In October 2018, five warrant holders acquired an aggregate of 1,379,624 shares of common stock, including 46,250 shares acquired pursuant to a cashless exercise of 50,000 warrant shares, 333,374 shares acquired at an exercise price of $0.375 per share, for cash proceeds of approximately $125,015, and 1,000,000 shares acquired at an exercise price of $3.00 per share, for cash proceeds of approximately $3.0 million.

In November 2018, three warrant holders acquired an aggregate of 490,000 shares of common stock, including 140,000 shares acquired at an exercise price of $0.375 per share, for cash proceeds of approximately $52,500, and 350,000 shares acquired at an exercise price of $3.00 per share, for cash proceeds of approximately $1.1 million.

In December 2018, four individuals acquired an aggregate of 533,334 shares of common stock pursuant to the exercise of an outstanding warrant by Mr. Shiff, including 103,334 shares acquired by Mr. Shiff, a member of the Company’s board of directors, and 10,000 shares acquired by Mr. Shiff’s spouse, at an exercise price of $0.375 per share.

In June 2019, four warrant holders acquired an aggregate of 2,556,666 shares of common stock, including 1,156,666 shares acquired by Mr. Shiff, a member of the Company’s board of directors, of which 10,000 shares were issued to Mr. Shiff’s spouse, at an exercise price of $0.375 per share, for cash proceeds of approximately $958,750.

In December 2019, a holder of two warrants acquired an aggregate of 60,000 shares of common stock, including 30,000 shares acquired pursuant to a cashless exercise of 60,000 warrant shares pursuant to the first warrant and 30,000 shares acquired at an exercise price of $3.50 per share, for cash proceeds of approximately $105,000, pursuant to the second warrant.

In December 2019, a warrant holder acquired 194,132 shares of common stock at an exercise price of $0.375 per share, for cash proceeds of approximately $72,800.

In June 2020, the Company issued a three-year volume warrant to purchase up to 1,125,000 shares of common stock to an existing stockholder. The exercise price was $3.00 if exercised prior to June 1, 2021, $3.25 if exercised on or after June 1, 2021 and prior to June 1, 2022 and $3.50 if exercised on or after June 1, 2022 through June 1, 2023 (in each case, subject to adjustment, including in the event of certain subsequent equity sales by the Company). The warrant was exercisable in whole or in part at any time prior to or on June 1, 2023. In December 2020, the investor exercised the warrant in full, and in January 2021, the Company issued an aggregate of 1,012,500 shares of common stock, including 675,000 shares of common stock for cash proceeds of approximately $2.0 million and a net total of 337,500 shares of common stock pursuant to a cashless exercise of the remainder of the warrant.

On December 31, 2020, the Company issued the 2020 Newbridge Warrants, which are three-year warrants to purchase an aggregate of up to 14,375 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company), including warrants to purchase up to 5,674 shares and 4,469 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The Company also issued the 2021 Newbridge Warrants, which are three-year warrants to purchase an aggregate of up to 89,685 shares of common stock at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company), including (i) warrants dated October 26, 2021 to purchase an aggregate of up to 3,750 shares of common stock, including warrants to purchase up to 725 shares and 1,088 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (ii) warrants dated November 29, 2021 to purchase an aggregate of up to 12,501 shares of common stock, including warrants to purchase up to 2,250 shares and 3,375 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iii) warrants dated December 2021 to purchase an aggregate of up to 4,167 shares, including warrants to purchase up to 749 shares and 1,125 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, (iv) warrants dated December 2021 to purchase an aggregate of up to 50,000 shares, including warrants to purchase up to 8,999 shares and 13,500 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively, and (v) warrants dated December 2021 to purchase an aggregate of up to 19,267 shares, including warrants to purchase up to 3,468 shares and 5,202 shares issued to Newbridge Securities Corporation and Mr. Sokolow, respectively. The Newbridge Warrants may be exercised, in whole or in part, at any time on or prior to the third anniversary of the effective date of the warrant. Among other terms, the Newbridge Warrants provide for cashless exercise if, one year following the effective date of the warrant, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Newbridge Warrants, and for certain anti-dilution rights. The Newbridge Warrants also provide for certain piggyback registration rights, subject to certain exceptions, including, for the 2021 Newbridge Warrants, if the registration statement is for an initial public offering, such that, if the Company registers any of its securities either for its own account or for the account of other security holders, the holders of the Newbridge Warrants are entitled to include their shares in the registration. Subject to certain exceptions, if the offering is being underwritten, the Company and the underwriters may limit the number of shares included in the underwritten offering if the underwriters believe that including such shares would adversely affect the offering.

II-4

In May 2021, a warrant holder acquired an aggregate of 21,250 shares of common stock pursuant to a cashless exercise of 30,000 warrant shares. The warrant had an exercise price of $3.50 per share.

Pursuant to the Bridge Line SPAs, in each of June 2021 and August 2021, Bridge Line Ventures received the Bridge Line Ventures Warrants, three-year warrants to purchase up to 214,957 and 16,667 shares of the Company’s common stock, respectively, at an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company). The Bridge Line Ventures Warrants may be exercised, in whole or in part, at any time on or prior to June 30, 2024 or August 31, 2024, respectively. Among other terms, the Bridge Line Ventures Warrants provide for cashless exercise of the Bridge Line Ventures Warrants if, after June 30, 2022 or August 31, 2022, respectively, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Bridge Line Ventures Warrants, and provide for certain anti-dilution rights. In addition, the Bridge Line Ventures Warrants contain certain piggyback registration rights, which are substantially the same as those provided in by the Bridge Line SPAs, as described under “Certain Relationships and Related Party Transactions—Bridge Line Ventures.”

In October 2021 and November 2021, in private placement transactions with six investors, the Company sold an aggregate of 162,503 shares of common stock and warrants to purchase up to 162,503 shares of common stock at an exercise price of $12.00 per share, for aggregate gross proceeds of approximately $1,950,000. The warrants have a three year term and an exercise price of $12.00 per share (subject to adjustment, including in the event of certain subsequent equity sales by the Company). In addition, the warrants provide for cashless exercise if, after one year, there is no effective registration statement registering the shares of common stock issuable upon exercise of the warrants, for certain anti-dilution rights and for certain piggyback registration rights, such that, subject to certain exceptions, including if the registration statement is for an initial public offering, if the Company registers any of its securities either for its own account or for the account of other security holders, the warrant holders are entitled to include their shares in the registration.

In mid-December 2021, in a private placement transaction, the Company sold an aggregate of 41,667 shares of common stock and warrants to purchase up to 41,667 shares of common stock at an exercise price of $12.00 per share, for aggregate gross proceeds of approximately $500,000. The warrants have substantially the same terms as those issued in the October and November 2021 offerings, as described above.

Convertible Note Financings

The Company entered into securities purchase agreements from September 2020 to January 2021 with five investors, pursuant to which each investor agreed to purchase a three-year subordinated convertible promissory note. Subject to other customary terms, each note matures in three years and accrues interest at a rate of 6% per annum, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, each note is convertible at the option of the holder into shares of common stock at a conversion price of $15.00 per share. Upon notice to the holder, the Company may prepay, in whole or in part, the outstanding balance of the note at any time prior to the maturity date; the holder has the right to convert the note into shares of common stock in lieu of prepayment. Upon the occurrence of certain events of default, and upon written notice from the holder, each note will become immediately due and payable and, until paid in full, will bear interest at a rate of 12% per annum. The purchase date, principal face amount and maturity date of each note is as follows:

● On September 22, 2020, Mr. Sokolow purchased a note in the principal face amount of $250,000, which matures on September 22, 2023 and may be converted into 16,667 shares.

● On October 30, 2020, Sky Technology Partners, LLC purchased a note in the principal face amount of $300,000, which matures on October 30, 2023 and may be converted into 20,000 shares.

● On November 3, 2020, Shiff Group Investments Ltd., of which Mr. Shiff is the President and Chief Executive Officer, purchased a note in the principal face amount of $600,000, which matures on November 3, 2023 and may be converted into 40,000 shares.

● On November 10, 2020, John Campi, our Chief Executive Officer and then-Chief Financial Officer, purchased a note in the principal face amount of $100,000, which matures on November 10, 2023 and may be converted into 6,667 shares.

● On January 13, 2021, an accredited investor purchased a note in the principal face amount of $50,000, which matures on January 13, 2024 and may be converted into 3,334 shares.

II-5

Equity to be Issued

Shares of common stock underlying the following option awards to the Company’s named executive officers, non-employee directors and other employees and consultants remain pending: five-year options to purchase 3.0 million shares of common stock, which vested on the effective grant date and were granted to Rani Kohen, the Company’s Executive Chairman, pursuant to his employment agreement, of which 1.5 million have an exercise price of $3.00 per share, 500,000 have an exercise price of $4.00 per share and 1.0 million have an exercise price of $6.00 per share, all of which expire November 21, 2024; five-year options to purchase 1,140,000 shares of common stock, granted to Mr. Kohen pursuant to his 2019 employment agreement, which have an exercise price of $6.00 per share, vest as to 120,000 shares January 1, 2020 and as to 340,000 shares on each of September 1, 2020, 2021 and 2022, and expire September 1, 2024; five-year options to purchase 120,000 shares of common stock, granted to John Campi, the Company’s Chief Executive Officer and then-Chief Financial Officer, pursuant to his employment agreement, which have an exercise price of $6.00 per share, vest in full on December 31, 2020 and expire September 1, 2024; five-year options to purchase 100,000 shares of common stock, granted to Patricia Barron, the Company’s Chief Operations Officer, pursuant to her employment agreement, which have an exercise price of $6.00 per share, vest in full on December 31, 2020 and expire September 1, 2024; five-year options to purchase 220,000 shares of common stock, granted to Steven Schmidt, the Company’s President, pursuant to his consulting agreement, of which (i) 60,000 have an exercise price of $0.10 per share, vest in three equal installments on each of October 1, 2020, 2021 and 2022, and expire October 1, 2024, (ii) 60,000 have an exercise price of $6.00 per share, vest in three equal installments on each of October 1, 2020, 2021 and 2022, and expire October 1, 2024, and (iii) 100,000 have an exercise price of $12.00 per share, vest in four equal installments on each of June 1, 2021, 2022, 2023 and 2024, and expire June 1, 2026; five-year options to purchase an aggregate of 125,000 shares, granted to each of Phillips Peter, Thomas Ridge and Dov Shiff as director compensation, all of which vested on the effective grant date and of which, for each director, (i) 25,000 have an exercise price of $2.60 per share and expire January 1, 2022, (ii) 25,000 have an exercise price of $3.00 per share and expire January 1, 2023, (iii) 25,000 have an exercise price of $3.00 per share and expire January 1, 2024, (iv) 25,000 have an exercise price of $12.00 per share and expire January 1, 2025, and (v) 25,000 have an exercise price of $12.00 per share and expire December 31, 2025; and options to purchase an aggregate of 2,022,182 shares of common stock, granted to various employees and consultants pursuant to their employment and consulting agreements, which generally have five year terms and vest within three years of the effective grant date, have exercise prices ranging from $1.00 to $12.00 per share, and expire on dates ranging from January 1, 2022 to July 1, 2026. The following shares of common stock are pending issuance to the Company’s named executive officers, non-employee directors and other employees and consultants: 1,140,000 shares of common stock to be issued to Mr. Kohen, pursuant to his employment agreement; 35,000 shares of common stock to be issued to each of Mr. Peter, Mr. Ridge and Mr. Shiff as director compensation; 25,000 shares to be issued to Mr. Schmidt, pursuant to his consulting agreement; and 455,000 shares of common stock to be issued pursuant to various employment and consulting agreements.

No underwriters were involved in the foregoing sales of securities. The sales or issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans. All of the purchasers in the transactions pursuant to Section 4(a)(2) represented to us in connection with their purchase that they were acquiring the securities for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the common stock issued or issuable upon exercise or conversion of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.

II-6

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1	Articles of Incorporation of the Company.
3.2	Articles of Amendment to Articles of Incorporation, including the Certificate of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock (effective August 12, 2016).
3.3	Articles of Amendment to Articles of Incorporation (to be filed prior to effectiveness of this Registration Statement).
3.4	First Amended and Restated Bylaws of the Company (to become effective immediately prior to the effectiveness of this Registration Statement).
4.1	Specimen Common Stock Certificate.
5.1*	Opinion of Thompson Hine LLP.
10.1+	GE Trademark License Agreement, dated as of June 15, 2011, by and between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.2	First Amendment to Trademark License Agreement, dated April 17, 2013, by and between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.3	Second Amendment to Trademark License Agreement, dated August 13, 2014, by and between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.4	Third Amendment to Trademark License Agreement, dated September 25, 2018, by and between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.5	Fourth Amendment to Trademark License Agreement, dated May 2019, by and between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.6	Letter Agreement relating to Trademark License Agreement, dated December 1, 2020, between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc.
10.7†+	Master Services Agreement, dated June 14, 2019, between GE Technology Development, Inc. and SKY Technology, LLC.
10.8	Promissory Note, dated April 13, 2016, by Safety Quick Lighting & Fans Corp., in favor of Nielsen & Bainbridge, LLC.
10.9+	Pledge and Security Agreement, dated April 13, 2016, by Safety Quick Lighting & Fans Corp., in favor of Nielsen & Bainbridge, LLC.
10.10†	Memorandum of Understanding, dated January 31, 2018, between Safety Quick Lighting & Fans Corp. and Nielsen & Bainbridge, LLC.
10.11+	Promissory Note, dated December 14, 2021, by the Company, in favor of Nielsen & Bainbridge, LLC.
10.12+	Form of Securities Subscription Agreement used in 2020 Private Placements.
10.13+	Form of Securities Subscription Agreement and Warrant used in 2021 Private Placements.
10.14#	2015 Stock Incentive Plan.
10.15#	Form of Stock Option Agreement (2015 Plan).
10.16#	Form of Stock Award Agreement (2015 Plan).
10.17#	2018 Stock Incentive Plan, as amended and restated.
10.18#	Form of Stock Option Agreement (2018 Plan).

II-7

10.19#	Form of Stock Award Agreement (2018 Plan).
10.20#	Executive Chairman Agreement, dated September 1, 2019, between the Company and Rani R. Kohen.
10.21#+	Amendment to Executive Chairman Agreement, effective September 1, 2019, between the Company and Rani R. Kohen.
10.22#	Executive Employment Agreement, dated September 1, 2019, between the Company and John P. Campi.
10.23#	Consultant Agreement, dated August 20, 2019, between the Company and Steven M. Schmidt.
10.24#	First Amendment to Consulting Agreement, dated June 1, 2021, between the Company and Steven M. Schmidt.
10.25#	Executive Employment Agreement, dated September 1, 2019, between the Company and Patricia Barron.
10.26	Form of Stock Option Agreement used in connection with the stock subscriptions dated February 21, 2017, March 24, 2017 and April 11, 2017.
10.27	Form of 2017 Warrant.
10.28	Investment Banking Agreement, dated September 28, 2018 and executed October 3, 2018, between Newbridge Securities Corporation and SQL Technologies Corp., as amended.
10.29	Form of Placement Agent Warrant.
10.30	Investment Banking Agreement, dated May 20, 2021, between the Company and Newbridge Securities Corporation (relating to corporate advisory services).
10.31	Investment Banking Agreement, dated May 20, 2021, between the Company and Newbridge Securities Corporation (relating to merger and acquisition services).
10.32+	Form of Stock Purchase Agreement between SQL Technologies Corp. and Bridge Line Ventures, LLC Series ST-1.
10.33	Form of Common Stock Purchase Warrant issued by SQL Technologies Corp. to Bridge Line Ventures, LLC Series ST-1.
10.34	Form of Securities Purchase Agreement related to Purchase of Subordinated Convertible Balloon Promissory Note, including form of Subordinated Convertible Balloon Promissory Note.
10.35+	Paycheck Protection Program Term Note, entered into by the Company, as Borrower, for the benefit of PNC Bank, National Association, as Lender, as of April 13, 2020.

II-8

10.36	Amendment to the Paycheck Protection Term Note, effective June 5, 2020.
10.37+	Second Draw Paycheck Protection Program Term Note, entered into by the Company, as Borrower, for the benefit of PNC Bank, National Association, as Lender, as of February 3, 2021.
10.38+	Loan Authorization and Agreement (Economic Injury Disaster Loan), dated June 24, 2020, between the U.S. Small Business Administration and the Company.
10.39	Note (Secured Disaster Loans), entered into by the Company, as Borrower, for the benefit of the U.S. Small Business Administration, as of June 24, 2020.
10.40	Security Agreement, dated June 24, 2020, between the U.S. Small Business Administration and the Company.
10.41#	2021 Stock Incentive Plan (to become effective immediately prior to the effectiveness of this Registration Statement).
10.42#	Form of Nonqualified Stock Option Agreement (2021 Plan).
10.43#	Form of Incentive Stock Option Agreement (2021 Plan).
10.44#	Form of Restricted Shares Award Agreement (2021 Plan).
10.45#	Executive Chairman Agreement, effective as of January 1, 2022, between the Company and Rani R. Kohen.
21.1	List of Subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2*	Consent of Thompson Hine LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1	Consent of Gary N. Golden to be named as Director Nominee.
99.2	Consent of Efrat Greenstein Brayer to be named as Director Nominee.
99.3	Consent of Nancy DiMattia to be named as Director Nominee.

#	Indicates management contract or any compensatory plan, contract or arrangement.
*	To be filed by amendment.
+	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
†	Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the SEC because they are both not material and the Company customarily and actually treats such information as private or confidential.
(b)	Financial Statements Schedules:

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Johns Creek, State of Georgia, on December 22, 2021.

SQL TECHNOLOGIES CORP.
By:	/s/ John P. Campi
Name:	John P. Campi
Title:	Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Each individual whose signature appears below hereby constitutes and appoints John P. Campi as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Name	Title	Date
/s/ John P. Campi	Chief Executive Officer and Chief Financial Officer	December 22, 2021
John P. Campi	(Principal Executive, Financial and Accounting Officer)
/s/ Rani R. Kohen	Director, Executive Chairman of the Board	December 22, 2021
Rani R. Kohen
/s/ Leonard J. Sokolow	Director	December 22, 2021
Leonard J. Sokolow
/s/ Phillips S. Peter	Director	December 22, 2021
Phillips S. Peter
/s/ Thomas J. Ridge	Director	December 22, 2021
Thomas J. Ridge
/s/ Dov Shiff	Director	December 22, 2021
Dov Shiff

II-10

EX-3.1

Exhibit 3.1

Certificate of Conversion

For

“SAFETY QUICK LIGHT, LLC”

Into

Florida Profit Corporation

This Certificate of Conversion and attached Articles of Incorporation are submitted to convert the following “Other Business Entity” into a Florida Profit Corporation in accordance with s. 607.1115, Florida Statutes.

1. The name of the “Other Business Entity” immediately prior to the filing of this Certificate of Conversion is: Safety Quick Light, LLC

2. The “Other Business Entity” is a Limited Liability Company, first organized, formed or incorporated under the laws of Florida on May 14, 2004.

3. If the jurisdiction of the “Other Business Entity” was changed, the state or country under the laws of which it is now organized, formed or incorporated: Not Applicable.

4. The name of the Florida Profit Corporation as set forth in the attached Articles of Incorporation: Safety Quick Lighting & Fans Corp.

5. If not effective on the date of filing, enter the effective date: Date of Filing.

Signed this 24th day of October, 2012.

/s/ Rani Kohen

Rani Kohen, Manager

ARTICLES OF INCORPORATION

OF

SAFETY QUICK LIGHTING & FANS CORP.

The undersigned, desiring to form a corporation (the “Corporation”) under the laws of Florida, hereby adopts the following Articles of Incorporation.

ARTICLE I

CORPORATE NAME

The name of the Corporation is Safety Quick Lighting & Fans Corp.

ARTICLE II

PURPOSE

The Corporation shall be organized for any and all purposes authorized under the laws of the state of Florida.

ARTICLE III

PERIOD OF EXISTENCE

The period during which the Corporation shall continue perpetual.

ARTICLE IV

SHARES

4.1. The capital stock of this corporation shall consist of 500,000,000 shares of common stock, no par value and 20,000,000 shares of preferred stock, no par value.

4.2. Preferred Stock. The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares to be included in each series, and to fix the designation, powers, including voting rights, if any, preferences, and rights of the shares of each series, and any qualifications, limitations, or restrictions thereof.

4.3. Other Powers of the Board of Directors With Respect to Shares.

(a) The board of directors may effectuate dividends payable in shares by issuance of shares of any class or series to holders of shares of any other class or series.

(b) The board of directors may issue rights and options to acquire shares upon such terms as the board of directors shall determine.

ARTICLE V

PLACE OF BUSINESS

The initial address of the principal place of business of this corporation in the State of Florida shall be 7695 S.W. 104th Street, Suite 210, Miami, FL 33156. The Board of Directors may at any time move the principal office of this corporation.

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ARTICLE VI

DIRECTORS AND OFFICERS

The business of this corporation shall be managed by its Board of Directors. The number of such directors shall not be less than one (1) and subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws.

The number or person constituting the initial Board of Directors shall be (11). The Board of Directors shall be elected by the Stockholders of the corporation at such a manner as provided in the By-Laws. The name and addresses of initial Board of Directors and officers are as follows:

Rani Kohen President, Director and Secretary

7695 S.W. 104^th Street

Suite 210

Miami, FL 33156

ARTICLE VII

DENIAL OF PREEMPTIVE RIGHTS

No share holder shall have any right to acquire share or other securities of the corporation except to the extent to such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the Board of Directors.

ARTICLE VIII

AMENDMENT OF BY-LAWS

Anything in these Articles of Incorporation, the By-Laws, or the Florida Corporation Act notwithstanding, by-laws not be adopted, modified, amended or repealed by the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all the issued and outstanding shares of the corporation entitled to vote thereon.

ARTICLE IX

SHAREHOLDERS

9.1 Inspection of books. The Board of Directors shall make the reasonable rules to determine at what times and place and under what conditions the books of the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all the issued and outstanding shares of the corporation.

9.2 Control Share Acquisition. The provisions relating to any control share acquisition as contained in Florida Statutes now, or hereinafter amended, and any successor provision shall not be applied to the Corporation.

9.3 Quorum. The holders of shares entitled to one-third of the votes at a meeting of shareholders shall constitute a quorum.

9.4 Required Vote. Acts of shareholders shall require the approval of holders of 50.01% of the outstanding votes of shareholders.

9.5. Combination. Upon the effectiveness of any “combination,” as such term is defined in Section 607.10025(1) of the Florida Business Corporation Act, the authorized shares of the classes or series affected by the combination shall not be reduced or otherwise affected by the percentage by which the issued shares of such class or series were reduced as a result of the combination.

ARTICLE X

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation of its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. In addition, the Corporation shall have the power, in its by-laws or in any resolution of its stockholders or directors, to undertake to indemnify the officers and directors of this corporation against any contingency or peril as may be determined to be in the best interest of this corporation, and ion conjunction therewith, to procure, at this corporation’s expense, policies of insurance.

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ARTICLE XI

CONTRACTS

No contract or other transaction between this corporation and any person, firm or corporation shall be affected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now hereafter a direct or indirect interest in such contract.

ARTICLE XII

SUBSCRIBER

The name and address of the person signing these Articles of Incorporation as subscriber is:

Rani Kohen

7695 S.W. 104^th Street

Suite 210

Miami, FL 33156

ARTICLE XIII

RESIDENT AGENT

The name and address of the initial resident agent of this corporation is:

Eric P. Littman

7695 SW 104th Street

Suite 210

Miami, FL 33156

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IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of Incorporation this on October 24, 2012.

/s/ Rani Kohen

Rani Kohen, Subscriber

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EX-3.2

Exhibit 3.2

Articles of Amendment
to
Articles of Incorporation
of

Safety Quick Lighting & Fans Corp.

(Name of Corporation as currently filed with the Florida Dept. of State)

P12000092660

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A. If amending name, enter the new name of the corporation:

SQL Technologies Corp.___________________________________________________________ The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:	4400 North Point Parkway, Suite 154
(Principal office address MUST BE A STREET ADDRESS)	Alpharetta, GA 30022
C. Enter new mailing address, if applicable:	4400 North Point Parkway, Suite 154
(Mailing address MAY BE A POST OFFICE BOX)	Alpharetta, GA 30022

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent _____________________________________________________

_____________________________________________________

(Florida street address)

New Registered Office Address: _________________________________________ , Florida___________

(City)                                                         (Zip Code)

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

Signature of New Registered Agent, if changing

Page 1 of 4

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Please note the officer/director title by the first letter of the office title:

P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.

Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.

Example:

X Change	PT	John Doe
X Remove	V	Mike Jones
X Add	SV	Sally Smith

Type of Action			Title	Name	Address
(Check One)
1)	X	Change	D C	Rani Kohen	4400 North Point Parkway
		Add			Suite 154
		Remove			Alpharetta, GA 30022
2)		Change	P CEO	John P. Campi	4400 North Point Parkway
	X	Add			Suite 154
		Remove			Alpharetta, GA 30022
3)		Change
		Add
		Remove
4)		Change
		Add
		Remove
5)		Change
		Add
		Remove
6)		Change
		Add
		Remove

Page 2 of 4

E. If amending or adding additional Articles, enter change(s) here:

(Attach additional sheets, if necessary). (Be specific)

See attached CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK.

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

(if not applicable, indicate N/A)

Page 3 of 4

The date of each amendment(s) adoption: June 8, 2016 _______________________, if other than the date this document was signed.

Effective date if applicable: August 12, 2016_____________________________________________________________

(no more than 90 days after amendment file date)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

Adoption of Amendment(s) (CHECK ONE)

■	The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
☐	The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval

by ___________________________________________________________.”

(voting group)

☐	The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
☐	The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Dated	July 27, 2016
Signature	/s/ John P. Campi
	(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	John P. Campi
	(Typed or printed name of person signing)
	President and CEO
	(Title of person signing)

Page 4 of 4

CERTIFICATE OF DESIGNATION

OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK

OF

SAFETY QUICK LIGHTING & FANS CORP.

Pursuant to Sections 607.0601 and 607.0602 of the Florida Statutes, Safety Quick Lighting & Fans Corp., a corporation organized and existing under laws of the State of Florida (the “Company”), does hereby submit the following:

WHEREAS, pursuant to the Company’s Articles of Incorporation, dated November 16, 2012, the Company has 500,000,000 shares of common stock, no par value per share (“Common Stock”), and 20,000,000 shares of preferred stock, no par value (the “Preferred Stock”), outstanding, and the Company’s Board of Directors is authorized to issue and establish one or more series of the Preferred Stock and to fix the designation, rights, preferences, powers, restrictions and limitations thereof;

WHEREAS, no series of the Preferred Stock has been designated, and no shares of Preferred Stock have heretofore been issued; and

WHEREAS, it is the desire of the Company, its Board of Directors, and a majority of its shareholders to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority conferred upon as of June 8, 2016, the Company’s Board of Directors and an absolute majority of the Company’s voting shareholders of record as of June 1, 2016 do hereby provide for the issuance of a series of Preferred Stock and to establish and fix and herein state and express, by this Certificate of Designation (the “Certificate of Designation”), the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows:

1. DESIGNATION AND AMOUNT. There shall be a series of Preferred Stock that shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”) and the number of shares (the “Shares”) constituting such series shall be 20,000,000. The rights, preferences, powers, restrictions and limitations of the Series A Preferred Stock shall be as set forth herein.

2. ISSUANCE OF SHARES. Each Share of Series A Preferred Stock shall be issuable only to the holders of the Company’s Secured Convertible Promissory Notes issued on November 26, 2013, May 8, 2014 or June 25, 2014 (the “Notes”) who have amended their Notes outstanding to be convertible into the Series A Preferred Stock, pursuant to a written election by such holder, at a conversion price of USD $0.25 per Share based on the original purchase price of the one or more Note(s) issued to the holder thereof, plus any accrued but unpaid interest or amounts due in connection therewith (in the aggregate, the “Note Balance”).

3. INTEREST.

(a) Interest. From and after the date of issuance of any Share, cumulative interest on such Share shall accrue, whether or not declared by the Board and whether or not there are funds legally available for the payment of interest, on a monthly basis at the rate of 6% per annum on the sum of the Liquidation Value thereof plus all unpaid accrued and accumulated interest thereon. All accrued interest on any Share shall be paid in cash to the holder thereof quarterly, with the first such payment due beginning on September 30, 2016 and payable on the last day of the month of each calendar quarter thereafter.

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(b) Priority. All accrued and accumulated interest on the Shares shall be prior and in preference to any dividend or interest on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Junior Securities, other than to (i) declare or pay any dividend or distribution payable on the Common Stock in shares of Common Stock or (ii) repurchase Common Stock held by employees or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for such repurchase.

4. RANK AND LIQUIDATION.

(a) Rank. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all Shares of the Series A Preferred Stock shall rank senior to all Common Stock and any other class of securities that is specifically designated as junior to the Series A Preferred Stock (“Junior Securities”).

(b) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value (as defined below), plus all unpaid accrued and accumulated dividends on all such Shares (whether or not declared). In the event that the funds are not sufficient to pay out the full Liquidation Value to all holders of Shares of Series A Preferred Stock, the Liquidation Value shall be paid to such holders pro rata based each holder’s Liquidation Value relative to the Liquidation Value of all holders of Shares of Series A Preferred Stock.

(c) “Liquidation Value” means, with respect to a holder of Shares, the aggregate value of the Note Balance converted by such holder into Shares of Series A Preferred Stock.

5. CONVERSION RIGHTS.

(a) Elective Conversion. Each Share of Series A Preferred Stock shall be convertible at any time by the holder thereof into one (1) share of Common Stock.

(b) Effect of Conversion. All Shares of Series A Preferred Stock converted as provided herein shall no longer be deemed issued and outstanding as of the effective time of the applicable conversion, and all rights with respect to such Shares shall immediately cease and terminate as of such time, other than the right of the holder to receive shares of Common Stock in exchange therefor.

6. VOTING RIGHTS. Each Share of Series A Preferred Stock shall have no right to vote on any matter to be submitted for a vote to shareholders of the Company.

7. ADJUSTMENT. In the event that the Company shall, at any time after the issuance of any Share of Series A Preferred Stock, (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide or effectuate any stock-split of the outstanding Common Stock or (c) combine or recapitalize the outstanding Common Stock into a different number of shares, then in each such case the Company shall simultaneously effect a proportional adjustment to the number of outstanding Shares of Series A Preferred Stock.

8. CONSOLIDATION, MERGER, ETC. In the event the Company enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed into preferred stock of the surviving Company with the same rights and preferences as the Series A Preferred Stock.

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9. WAIVER. Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of a holder of Shares in its sole discretion.

10. REPURCHASE AND PUT OPTION.

(a) Repurchase Notice. The Company may, at any time after the issuance of any Share of Series A Preferred Stock, by providing 30 day’s prior written notice to all holders of the Shares (a “Repurchase Notice”), repurchase some or all of the Shares outstanding from the holders thereof at a purchase price of USD $3.50 per Share (the “Repurchase Price”). Any Repurchase Notice for less than the full number of Shares issued and outstanding shall be for purchase pro rata, based each holder’s number of Shares outstanding relative to the aggregate number of Shares outstanding.

(b) Repurchase Period. Each holder of Shares must sell to the Company the number of Shares specified in a Repurchase Notice on the date set forth therein, such date being no less than thirty (30) days following the date of such Repurchase Notice (the “Repurchase Period”), except where the Shares subject to the Repurchase Notice are converted, by election or automatically, into Common Stock prior to the end of the Repurchase Period and such holder thereafter no longer holds Shares of Series A Preferred Stock.

(c) Put Option. Any holder of Shares may, at any time after the issuance of any Share of Series A Preferred Stock, by providing a written request to the Company, require the Company to purchase some or all such holder’s Shares outstanding at a purchase price of USD $0.25 per Share, and the Company shall promptly purchase the number of Shares so specified and owned by the holder thereof.

(d) Effect of Repurchase. All Shares of Series A Preferred Stock repurchased or purchased by the Company as provided in this Section 10 shall no longer be deemed issued and outstanding as of the effective time of the applicable repurchase or purchase, and all rights with respect to such Shares shall immediately cease and terminate as of such time.

11. ASSIGNMENT. Each holder of Shares of Series A Preferred Stock shall be entitled to transfer some or all of its Shares to one or more affiliated partnerships or funds managed by it or any of such holder’s respective directors, officers or partners; provided, however, that any such transferee agrees in writing to be subject to the identical terms of any conversion and/or related agreements entered into by the holder thereof in connection with the issuance of the transferred Shares.

12. AMENDMENT. No provision of this Certificate of Designation may be amended, modified or waived except by an instrument in writing executed by the Company and the holders of a majority of Shares of Series A Preferred Stock, and any such written amendment, modification or waiver will be binding upon the Company and each holder of Series A Preferred Stock; provided, that no such action shall change or waive (a) the definition of Liquidation Value, (b) the rate at which or the manner in which interest on the Series A Preferred Stock accrues or accumulates, (c) the Repurchase Price, or (d) this Section 12, without the prior written consent of holders of at least seventy-five (75%) of all outstanding Shares of Series A Preferred Stock.

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by its Chief Executive Officer on July 27, 2016.

/s/ John P. Campi

John P. Campi, Chief Executive Officer

4

EX-3.3

Exhibit 3.3

ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SQL TECHNOLOGIES CORP.

SQL Technologies Corp., a Florida Corporation (the “Corporation”), acting pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, does hereby adopt the following Articles of Amendment to its Articles of Incorporation, as amended (the “Articles”).

FIRST: The name of the Corporation is SQL Technologies Corp.

SECOND: These Articles of Amendment to the Articles of the Corporation were approved and adopted, as prescribed by Section 607.1003 of the Florida Business Corporation Act, by the Board of Directors at a meeting held [●], [●] and by the holders of the common stock of the Corporation pursuant to a written consent dated [●], [●], in accordance with the provisions of Section 607.0704 of the Florida Business Corporation Act. The number of votes cast for these Articles of Amendment by the shareholders was sufficient for approval.

THIRD: Article VIII of the Articles is hereby deleted in its entirety and replaced with the following:

ARTICLE VIII

AMENDMENT OF BY-LAWS

Anything in these Articles of Incorporation, the By-Laws, or the Florida Corporation Act notwithstanding, the Corporation’s By-Laws may not be adopted, modified, amended or repealed by the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all of the issued and outstanding shares of the Corporation entitled to vote thereon. Notwithstanding anything in these Articles of Incorporation or the By-Laws, the Board of Directors of the Corporation can adopt, modify, amend or repeal the By-Laws to the fullest extent permitted by Florida law.

FOURTH: Article IX of the Articles is hereby amended by deleting Section 9.4 in its entirety and by renumbering the current Section 9.5 as Section 9.4.

FIFTH: These Articles of Amendment are to be effective immediately upon filing.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed these Articles of Amendment as of this ______ day of ____________, _______.

SQL TECHNOLOGIES CORP.
By:
Name:	John P. Campi
Title:	Chief Executive Officer

EX-3.4

Exhibit 3.4

first amended and restated BY-LAWS

OF

sql technologies CORP.

Article I: OFFICES

The Corporation shall have offices at such places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II: STOCKHOLDERS

Section 2.1 Annual Meetings: Annual meetings of stockholders shall be held on a date and at a time at such place, within or without the State of Florida, as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine to hold an annual meeting of stockholders solely by means of remote communication. At the annual meeting of stockholders, directors shall be elected and there shall be transacted such other business as may properly come before said meeting.

Section 2.2 Special Meetings: Special meetings of stockholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the order of the Chairman of the Board, or by the President or Secretary or an Assistant Secretary whenever requested in writing to do so by stockholders owning not less than majority of all the outstanding shares of the Corporation entitled to vote for directors as of the date of such request. Such request shall state the purpose or purposes of the proposed special meeting. Such meetings shall be held at such place and on a date and at such time as may be designated in the notice thereof by the officer of the Corporation calling any such meeting. The Board of Directors may, in its sole discretion, determine to hold a special meeting of stockholders solely by means of remote communication.

Section 2.3 Notice of Meetings: Except as otherwise provided by law, notice of the date, time and place, if any, means of remote communication, if any, and, in the case of special meetings, the purpose or purposes, of every meeting of stockholders shall be mailed at least ten (10) days previous thereto to each stockholder of record entitled to such notice at the address of such person which appears on the books of the Corporation or to such other address as any stockholder shall have furnished in writing to the Secretary of the Corporation for such purpose.

Section 2.4 Quorum: Except as otherwise expressly provided by law or the Corporation’s Articles of Incorporation, the holders of shares entitled to one-third of the votes at a meeting of stockholders shall constitute a quorum. Less than such quorum, however, shall have the power to adjourn any meeting from time to time without notice. When a meeting is adjourned to another time or place, unless these By-laws or applicable law otherwise requires, notice need not be given of the adjourned meeting if the new date, time, place, if any, and the terms of participation by means of remote communication, if any, are announced at the meeting at which the adjournment is taken.

Section 2.5 Voting: At any meeting of stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share, and may exercise such voting right either in person or by proxy. If a quorum is present, in all matters, other than the election of directors and except as otherwise required by law, the Corporation’s Articles of Incorporation, or these By-laws, action is approved by a voting group if the votes cast in favor of the action exceed the votes cast against the action. Except as otherwise required by law or the Corporation’s Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of the shareholders at which a quorum is present.

-1-

Section 2.6 Fixing of Record Date: The Board of Directors may fix a day, not more than sixty (60) nor fewer than ten (10) days prior to the day of holding any meeting of stockholders, as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at such meeting. The Board of Directors may fix a time not exceeding sixty (60) days preceding the date fixed for the payment of any dividend, the making of any distribution, the allotment or exercise of any rights or the taking of any other action as a record time for the determination of the stockholders entitled to receive any such dividend, distribution or allotment, or for the purpose of such other action.

Section 2.7 Action Without a Meeting: Unless otherwise provided in the certificate of incorporation or by law, any action required to be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the undertaking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.8 Nature of Business at Meetings of Stockholders: Only such business (other than nominations for election to the Board of Directors and the election of directors, which must comply with the provisions of Section 2.9) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.8 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.8.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

-2-

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made: (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an annual meeting of stockholders shall further update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case of an update and supplement pursuant to clause (i) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting. In the case of an update and supplement pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment thereof, two (2) business days prior to such adjourned meeting

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.8; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.8 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 2.8 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

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Section 2.9 Nomination of Directors: Only natural persons of at least eighteen (18) years of age who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth in this Section 2.9.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of such person and that such person is a natural person of at least eighteen (18) years of age, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iv) a written questionnaire with respect to the background and qualification of such person, completed by such person in the form required by the Corporation (which form such noticing stockholder shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such noticing stockholder within ten (10) days after receiving such request), and (v) any other information concerning each such person as would be required to be disclosed in a proxy statement soliciting proxies for the election of such person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made: (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting or Special Meeting to nominate the persons named in its notice, and (v) any other information concerning such person as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

A stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting of stockholders shall further update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case of an update and supplement pursuant to clause (i) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting. In the case of an update and supplement pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment thereof, two (2) business days prior to such adjourned meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.9. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

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Article III: DIRECTORS

Section 3.1 Number: The affairs, business and property of the Corporation shall be managed by a Board of Directors to consist of not less than five directors. The number of directors may be determined either by the vote of a majority of the entire Board or by vote of the stockholders. A director need not be a stockholder of the Corporation.

Section 3.2 How Elected: Except as otherwise provided by law or Section 4 of this Article, the directors of the Corporation, other than the first Board of Directors elected by the Incorporator, shall be elected by the stockholders. Each director shall be elected to serve until the next annual meeting of stockholders and until their successor shall have been duly elected and qualified, except in the event of their death, resignation, removal or the earlier termination of their term of office.

Section 3.3 Removal: Any or all of the directors may be removed, with or without cause, by a majority vote of the stockholders. Any director may be removed for cause by action of a majority of the Board of Directors.

Section 3.4 Vacancies: Vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, failure of the stockholders to elect the whole Board at any annual meeting of stockholders or for any other reason, including removal of directors for or without cause, may be filled either by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board, or by the stockholders.

Section 3.5 Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place, or by means of remote communication, as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.6 Special Meetings: Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the Executive Chairman, Chief Executive Officer or President, or the Chairman of the Board or any other officer of the Corporation who is a member of the Board. The President or the Secretary shall call a special meeting of the Board upon written request directed to either of them by a majority of the Board of Directors stating the time, place, means of remote communication, if any, by which members of the Board of Directors may participate in such meeting, and purposes of such special meeting. Special meetings of the Board shall be held on a date and at such time and at such place, or by means of remote communication, as may be designated in the notice thereof by the officer calling the meeting.

Section 3.7 Notice of Special Meetings: Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least forty-eight (48) hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least twenty-four (24) hours prior to such meeting. For the purpose of this section, notice will be deemed to be duly given to a director if given to them orally (including by telephone) or if such notice be delivered to such director in person or be mailed, telegraphed, cabled, telexed, photocopied or otherwise delivered by facsimile transmission, to their last known address.

Section 3.8 Quorum: At any meeting of the Board of Directors, a majority of the entire Board shall constitute a quorum (except as provided in Section 4 of this Article III), but less than a quorum may adjourn a meeting. Except as otherwise provided by law or in these By-laws provided, any action taken by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the action of the Board of Directors.

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Section 3.9 Action Without a Meeting: Unless otherwise restricted by the Certificate of Incorporation or by law, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.10 Remote Communication: Members of the Board of Directors or any committee of the Board of Directors may participate in a meeting of such Board or committee by means of conference telephone or similar remote communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.11 Compensation of Directors and Members of Committees: The Board, or a designated committee of the Board, may from time to time, in its discretion, fix the amounts, which shall be payable to members of the Board of Directors and to members of any committee, for attendance at the meetings of the Board or of such committee and for services rendered to the Corporation.

Section 3.12 Reliance Upon Financial Statements: In discharging their duties, directors and officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the President or the officer of the Corporation having charge of its books of accounts, or as stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Article IV: COMMITTEES

The Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate from among its members an executive committee and other committees each to consist of one or more of the directors of the Corporation, each of which, to the extent provided in said resolution or resolutions, or in these By-laws, shall have and may exercise, to the extent permitted by law, the powers of the Board of Directors in the management of the business and affairs of the Corporation and may have powers to authorize the seal of the Corporation to be affixed to all papers which may require it, and to declare dividends and to authorize the issuance of stock. Members of such committees shall hold office for such period as may be prescribed by the vote of a majority of the entire Board of Directors, subject, however, to removal at any time by the Board of Directors. Vacancies in membership of such committees shall be filled by the Board of Directors. Committees may adopt their own rules of procedure and may meet at a stated time or on such notice as they may determine. Each committee shall keep a record of its proceedings and report the same to the Board when required.

Article V: OFFICERS

Section 5.1 Number and Designation: The Board of Directors may elect a Chairman of the Board, an Executive Chairman, a Chief Executive Officer, one or more Presidents, one or more Executive Vice-Presidents, one or more Vice-Presidents, a Secretary and a Treasurer, Assistant Secretaries, Assistant Treasurers, and such other officers, as it may deem necessary. Any two or more offices may be held by the same person, except that no person shall simultaneously hold the offices of Executive Chairman, Chief Executive Officer and Secretary. The salaries of executive officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors. The Board of Directors may at any meeting elect additional executive officers. Each officer shall hold office until the first meeting of the Board of Directors following the next annual election of directors and until their successor shall have been duly elected and qualified, except in the event of the earlier termination of their term of office through death, resignation, removal or otherwise. Any executive officer may be removed by the Board at any time with or without cause. Any vacancy in an office may be filled for the unexpired portion of the term of such office by the Board of Directors at any regular or special meeting.

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Section 5.2 Chairman of the Board: The Executive Chairman shall serve as the Chairman of the Board and shall preside at all meetings of stockholders and directors at which the Executive Chairman is present and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.

Section 5.3 Executive Chairman: The Executive Chairman shall be responsible for the supervision, direction, and control over the business, except as specifically limited by appropriate resolution of the Board of Directors. The Executive Chairman shall preside at all meetings of stockholders and directors at which they are present.

Section 5.4 Chief Executive Officer: The Chief Executive Officer shall, subject to the provisions of these By-Laws and the control of the Board of Directors, be responsible for the general management of the affairs of the Corporation, shall have the powers and duties usually incident to the office of Chief Executive Officer, except those assumed by the Executive Chairman or specifically limited by appropriate resolution of the Board of Directors, and shall have such other powers and perform such other duties as may be assigned to it by the Board of Directors. In the absence of the Chairman or Executive Chairman, or if such offices are vacant, the Chief Executive Officer shall preside at all meetings of stockholders and directors at which they are present.

Section 5.5 President: The President shall report to the Chief Executive Officer. The President shall have such powers and perform such duties as from time to time may be assigned or delegated to the President by the Board of Directors or the Executive Chairman or that are incident to the office of President.

Section 5.6 Executive Vice-Presidents: In the absence or inability to act of the President, or if the office of President is vacant, any Executive Vice-President shall perform all the duties and may exercise all the powers of the President, subject to the right of the Board of Directors to extend or confine such powers and duties or to assign them to others. Executive Vice-Presidents shall have such other powers and shall perform such other duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).

Section 5.7 Chief Financial Officer: The Chief Financial Officer shall be the principal financial officer of the Company, and shall have such duties as the Board, by resolution, shall determine. In the absence or disability of the Chief Financial Officer, the Chairman of the Board’s Audit Committee may designate a person to exercise the powers of such office.

Section 5.8 Treasurer: The Treasurer shall have general supervision over the care and custody of the money, bills, funds, securities and other valuable effects of the Corporation and shall deposit the same or cause the same to be deposited in the name of the Corporation in such depositories as the Board of Directors may designate, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall have supervision over the accounts of all receipts and disbursements of the Corporation, shall, whenever required by the board, render or cause to be rendered financial statements or records of the Corporation, shall have the power and perform the duties usually incident to the office of Treasurer, and shall have such other powers and perform such other duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).

Section 5.9 Secretary: The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors at which they are present, shall have supervision over the giving and serving of notices of the Corporation, shall be the custodian of the corporate records and of the corporate seal of the Corporation, shall exercise the powers and perform the duties usually incident to the office of Secretary and shall exercise such other powers and perform such other duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).

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Section 5.10 Other Executive Officers: Officers other than those listed and described in Sections 2 through 8 of this Article V shall exercise such powers and perform such duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).

Section 5.11 Delegation of Duties of Executive Officers: The Board of Directors may delegate the duties and powers of any officer, agent or employee of the Corporation to any other officer, agent, employee or director for a specified time during the absence of any such person or for any other reason that the Board of Directors may deem sufficient.

Article VI: INDEMNIFICATION

Section 6.1 Each person who is, has been, or shall hereafter be, a director, officer, employee or agent of the Corporation, or who is serving, may have served, or shall serve at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation to the fullest extent to which indemnification is permitted by the Florida Business Corporation Act. The foregoing rights of indemnification shall inure to the benefit of the personal representatives of such persons, and shall be in addition to any other rights to which any such persons may be entitled to at law or agreement or otherwise.

Section 6.2 The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of the Company (hereinafter, a “director” or “officer”) and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal, administrative, investigative, legislative or otherwise (hereinafter, a “proceeding”), including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company, or, while a director or officer of the Company, is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys fees (hereinafter, “expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Paragraph E with respect to a suit to enforce rights to indemnification or advancement of expenses under this Article VI, the Company shall be required to indemnify a director or officer under this Paragraph A in connection with any suit (or part thereof) initiated by such person only if such suit (or part thereof) was authorized by the Board of Directors.

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Section 6.3 In addition to the right to indemnification conferred by Paragraph A, a director or officer of the Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by the Company the expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to the Company of an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure set forth in Paragraph C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article VI or otherwise, or (ii) where indemnification is granted, to the extent the expenses so advanced by the Company exceed the indemnification to which such person is entitled.

Section 6.4 To receive indemnification under Paragraph A, a director or officer of the Company shall submit to the Company a written request, which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and that is reasonably available to such person. Upon receipt by the Company of a written request for indemnification, if required by the Florida Business Corporation Law, a determination with respect to the request shall be made (i) by the Board of Directors, acting by a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable standard of conduct set forth in the Florida Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of conduct set forth in the Florida Business Corporation Law or by the shareholders upon a finding that such person has met such standard of conduct. The determination of entitlement to indemnification shall be made, and such indemnification shall be paid in full, within 90 days after a written request for indemnification has been received by the Company. Upon making a request for indemnification, a director or officer shall be presumed to be entitled to indemnification and the burden of establishing that a director or officer is not entitled to indemnification under this Article VI or otherwise shall be on the Company.

Section 6.5 To receive an advancement of expenses under Paragraph B, a director or officer shall submit to the Company a written request, which shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Paragraph B. Expenses shall be paid in full within 30 days after a written request for advancement has been received by the Company.

Section 6.6 If a claim for indemnification or advancement of expenses is not paid in full by the Company or on its behalf within the time frames specified in Paragraph C or D, as applicable, a director or officer of the Company may at any time thereafter bring suit against the Company in a court of competent jurisdiction to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of the Company to enforce a right to indemnification or advancement of expenses under this Article VI, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Company.

Section 6.7 Notwithstanding any other provision of this Article VI, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, a director or officer of the Company shall be entitled to indemnification against all expenses incurred by such person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related to such person’s service (i) as a director or officer of the Company, or (ii) while a director or officer of the Company, at any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened to be made, a party.

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Section 6.8 The Company may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.

Section 6.9 The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the Florida Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the advancement of expenses authorized by this Paragraph H shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.10 The rights conferred by this Article VI shall be contract rights and shall vest at the time a person agrees to become a director or officer of the Company. Such rights shall continue as to a person who has ceased to be a director or officer of the Company and shall extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article VI shall not adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.11 If any provision of this Article VI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Article VI (including without limitation, all portions of any paragraphs of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 6.12 This Article VI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of the shareholders.

Article VII: CERTIFICATES FOR SHARES

Section 7.1 Form and Issuance: The Board of Directors may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. Certificates for those shares of the capital stock of the Corporation that are represented by certificates shall be in such forms meeting the requirements of law and approved by the Board of Directors. Each holder of shares represented by certificates shall be entitled to have the certificate for such shares signed by the Executive Chairman of the Board, the Chief Executive Officer or the President or an Executive Vice-President or a Vice-President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. These signatures may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employees. After the issuance or transfer of uncertificated shares, the Corporation shall deliver to the registered owner of those shares a written statement of the information required to be set forth or stated on certificates pursuant to the Florida Business Corporation Act.

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Section 7.2 Transfer: Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-laws. Transfers of stock shall be made on the books of the Corporation only by the person named as the owner of the stock in the Corporation’s books and records or by his, her or its attorney lawfully constituted in writing and, if such stock is represented by a stock certificate, upon the surrender of the certificate therefor.

Section 7.3 Lost Stock Certificates: Any person claiming that a stock certificate has been lost, destroyed or stolen shall make an affidavit or affirmation of that fact setting forth the circumstances in connection with such loss, destruction or theft and shall furnish to the Corporation and to the transfer agents and registrars of the stock of the Corporation, if any, such indemnity as shall be satisfactory to them and each of them, whereupon, upon authorization given to the appropriate officers or agents of the Corporation or the transfer agent for such stock by the President of the Corporation or by any of such other officers of the Corporation, as the Board of Directors may designate to give such authorization, a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, destroyed or stolen.

Section 7.4 Holders of Record: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claims to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Article VIII: DIVIDENDS

Dividends may be declared in conformity with law by, and at the discretion of, the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, shares or evidences of indebtedness of the Corporation, or any property of the Corporation, including the shares or evidences of indebtedness of any other corporation.

Article IX: CORPORATE SEAL

The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

Article X: FISCAL YEAR

The fiscal year of the Corporation shall be such period of twelve (12) consecutive months as the Board of Directors may by resolution designate.

Article XI: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these By-laws, the Certificate of Incorporation or any of the laws of the State of Florida, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Article XII: AMENDMENTS

Except as otherwise provided by applicable law or the Corporation’s Articles of Incorporation, these By-laws may be amended, added to, altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the Board of Directors or at any meeting of stockholders of the Corporation by the affirmative vote of a simple majority of the holders of all the issued and outstanding shares of the corporation entitled to vote thereon.

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EX-4.1

Exhibit 4.1

 

EX-10.1

Exhibit 10.1

GE TRADEMARK LICENSE AGREEMENT

Name and Address of LICENSEE: SQL Lighting & Fans, LLC 500 Sun Valley Drive Roswell GA 30076 Attn: President cc: General Counsel Name and Address of GE: GE Trademark Licensing, Inc. 105 Carnegie Center, 3^rd Floor Princeton, NJ 08540 Attn: VP of Trademark Licensing cc: General Counsel

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TABLE OF CONTENTS

PREAMBLE		3
1.	DEFINITIONS	4
2.	GRANT OF LICENSE	6
3.	ROYALTIES	7
4.	INITIAL TERM AND RENEWAL	9
5.	PRODUCT QUALITY CONTROL	10
6.	ANNUAL PLANS AND PERFORMANCE	19
7.	MARKETING MATERIALS AND REQUIREMENTS	21
8.	REPORTS AND RECORDS	23
9.	VERIFICATION OF REPORTS AND RECORDS	24
10.	INDEMNIFICATION AND INSURANCE	25
11.	NOTICES	27
12.	THIRD PARTY INFRINGEMENTS	27
13.	PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION	28
14.	REPRESENTATION AND WARRANTIES AND OWNERSHIP OF INTELLECTUAL PROPERTY	30
15.	DISCLAIMERS	34
16.	CANCELLATION	35
17.	FORCE MAJEURE	35
18.	NO WAIVER	36
19.	MISCELLANEOUS	36
20.	TERMINATION AND EXPIRATION	37
21.	DISPUTE RESOLUTION	41
22.	ENVIRONMENTAL WASTE	43
22.	PATENTS	43

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This Trademark License Agreement is effective June 15, 2011 and is entered into by and between GE TRADEMARK LICENSING, INC., a Delaware corporation with a place of business at 105 Carnegie Center, Princeton, New Jersey 08540 (“GE”) as licensor and SQL Lighting & Fans, LLC, a limited liability company with a place of business at 500 Sun Valley Road, Roswell, Georgia 30076 (“LICENSEE”).

PREAMBLE

WHEREAS,

A.	GE desires to license the General Electric Mark, as set forth in Attachment 3, to LICENSEE;
B.	LICENSEE wishes to use the Mark upon and in connection with the manufacture, display, sale, marketing, advertising, promotion and distribution of the product(s) set forth in Attachment 1;
C.	The General Electric Company, the parent of GE, is the owner of the Mark and holds registrations in various countries of the world for various products and services. The General Electric Company has granted GE a license to sublicense GE trademarks including the Mark.
D.	The Mark constitutes valuable rights owned and used by the General Electric Company in conducting its business and designating the origin or sponsorship of its distinctive products and services;
E.	GE desires to enhance and protect the goodwill of the Mark and to preserve its right to label products with and associate services with the Mark so as to avoid consumer confusion.
F.	LICENSEE and GE agree that certain rules regarding LICENSEE’s use of the Mark are necessary to enhance and protect the goodwill of the Mark, and to ensure that GE’s rights in the Mark are preserved; and
G.	LICENSEE acknowledges GE is entering into this Agreement not only in consideration of the royalties and guarantees to be paid by LICENSEE to GE, but also for the promotional value and marketing benefits to be secured by GE as a result of the manufacture, display, sale, marketing, advertising, promotion and distribution of the Licensed Products.

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NOW THEREFORE, in consideration of the mutual promises of this Agreement, GE and LICENSEE (the “Parties”), agree as follows:

1. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms shall have the meanings given to them below.

1.1 “Agreement” means this GE TRADEMARK LICENSE AGREEMENT, including without limitation the cover page, preamble, attachments, addendums and any future amendments hereto, all of which are incorporated herein by reference.

1.2 “Calculated Additional Royalty” has the meaning given to it in Section 3.3 of this Agreement.

1.3 “Commencement Date” shall mean June 15, 2011

1.4 “Contract Year” means each twelve (12) month period from January 1st through December 31st between the Commencement Date and the Expiration Date, with the exception of the first Contract Year (Contract Year 1), which shall be for the period from this Agreement’s Commencement Date through December 31, 2011.

1.5 “Royalty” (“Royalties”) means royalties stated and computed pursuant to Section 3.3.

1.6 “Expiration Date” means December 31, 2016, if this Agreement is not renewed, and if it is renewed, it means the last day of the last Renewal Term.

1.7 “GE Product Expectations” means those standards set forth in GE’s “GE Product Expectations” manual described in Section 5.3 of this Agreement.

1.8 “Grace Period” means the time in which sales of any Licensed Products are permitted following the expiration or termination of the Agreement for such Licensed Products, as provided in Section 20.11.

1.9 “Gross Revenue” means all revenue directly or indirectly generated or received for all Licensed Products Sold, leased, rented or otherwise disposed of by LICENSEE, its subsidiaries, or its other affiliates to any third party (e.g., retailers, distributors, dealers, consumers, etc.) before any discounts, allowances, or other deductions.

1.10 “Initial Term” means the period set forth in Section 4.1 of this Agreement.

1.11 “Intellectual Property” means patents, trademarks, trade dress, service marks, trade secrets, copyrights, rights of publicity, and any other related intangible right.

1.12 “Licensed Product(s)” means any and all categories of articles of merchandise bearing the Mark in accordance with this Agreement and listed in Attachment 1, incorporated herein by reference.

1.14 “Licensed Territory” means the geographic areas set forth in Attachment 2. With respect to any country where registration for a category of the Licensed Products has not been secured, then the provisions of Section 13.5 will apply.

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1.15 “Mark” means the trademarks and logos listed and referenced on Attachment 3 to this Agreement, as unilaterally amended from time to time by GE to reflect modifications to the appearance of the Mark and the guidelines for use of the Mark, including without limitation, to comply with GE’s Brand Identity Guidelines. (www.gebrandcentral.com/brand/design_library/).

1.16 “Material Breach” has the meaning given to it in Section 20.1 of this Agreement.

1.17 “Net Sales” means the total Gross Revenue less the following documented and supportable items of expense to the extent to which they are actually paid or allowed:

(a)	trade or quantity discounts and allowances customarily and regularly required by and actually granted to LICENSEE’s customers, provided, however, that the deduction for such discounts and allowances may not exceed 20% of Gross Revenue in any Contract Year;
(b)	returns actually made and credited (provided that amounts equal to such credits have previously been included in Gross Revenue), provided, however, that the deduction for such returns may not exceed 20% of Gross Revenue in any Contract Year;
(c)	sales taxes or use taxes on sales invoices;
(d)	any amount already paid to any General Electric Company business for any component or accessory purchased from such business and included as part of the Licensed Products; and
(e)	LICENSEE shall not deduct from Gross Revenue: (i) except as expressly set forth in this Section 1.18, any expenses, accruals, allowances, or any other costs incurred or amounts accrued by LICENSEE in the manufacture, display, sale, marketing, advertising, promotion or distribution of the Licensed Products (e.g., uncollectible accounts, bad debts, warranty, extended warranty, returns processing, co-op advertising, and insurance), or (ii) any indirect or overhead expense of any kind whatsoever. Similarly, such deductions and costs shall not be deducted from Royalties set forth in Section 3.3.

1.18 “Notice” or “Notices” has the meaning given to it in Section 11.1 of this Agreement.

1.19 “Payment Base Year” begins on December 1 of the prior Contract Year and ends at the close of business on November 30 of the Contract Year. For example, the 2012 Payment Base Year is December 1, 2011 through November 30, 2012.

1.19 “Permitted Free Goods” are Licensed Products distributed at no cost to the recipient as or in connection with introductory offers, samples, promotions and the like, provided that such free goods are distributed in the ordinary course of LICENSEE’s business (i) to promote a royalty-bearing sale of Licensed Products and represents the usual and customary business practices of LICENSEE for both licensed and non-licensed products or (ii) are provided at no cost to GE pursuant to terms set forth in this Agreement or as a matter of courtesy by LICENSEE upon GE’s request.

1.20 “Promotional Commitment” means the amount to be spent by LICENSEE on advertising and promotion (e.g., co-op advertising, trade show exhibits, product brochures, signage, and magazine, newspaper, television, internet, radio advertising) of the Licensed Products in each Contract Year.

1.21 “Renewal Term(s)” means any term for which the Parties renew this Agreement after its Initial Term as provided in Section 4.2.

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1.22 “Replacement Part(s)” means a replacement part specifically designed for any part of a Licensed Product.

1.23 “Reporting Period” means each month of each Contract Year and any Grace Period.

1.24 “Safety Quick Light Device” means an interlocking device for a quick connect/install of ceiling fans. For the avoidance of doubt, the Safety Quick Light Device includes, among others, two components (a) a receptacle that is attached to the power supply, and (b) a mating component that is attached to fans. The attachment of the first component to the power supply and the second component to the ceiling fan enables fast and safe installation.

1.25 “Section” means a numbered provision of this Agreement.

1.26 “Sold” means the first to occur of the following events after LICENSEE receives payment:

(a)	when delivered to the purchaser;
(b)	when paid for, if paid in advance of delivery; or
(c)	when billed.

2. GRANT OF LICENSE

2.1 Grant of License

Pursuant to the terms and conditions of this Agreement, including without limitation pre-production audit approval under Section 5 below, and subject to any pre-existing licenses of GE or General Electric Company and Section 2.3 below, GE grants LICENSEE an exclusive, personal, non-sublicensable, royalty-bearing, and non-transferable license to use the Mark on and in connection with the manufacture by or for the LICENSEE (including the right to have manufactured by Vendors approved by GE in accordance with Section 5) and the display, sale, marketing, advertising, promotion and distribution of Licensed Products (as defined in Attachment 1) within the Licensed Territory. No rights are granted under this Agreement to Licensee to use the Mark or sell, market, or distribute the Licensed Products outside the Licensed Territory. No rights are granted to LICENSEE in and to any technology or Intellectual Property of GE or its affiliates other than the Mark.

2.2 Use of Mark

The license to use the Mark is limited to use on or in connection with the Licensed Products only (including any advertising, display, product inserts, packaging, promotional copy, and other associated materials bearing the Mark that are approved by GE for use in connection with the sales, marketing, and distribution of Licensed Products), and LICENSEE shall not, except as specifically permitted in this Agreement or approved by GE, use the Mark or give consent to the use of the Mark in any other manner. For the avoidance of doubt, LICENSEE may consent to its customer’s use of the Mark in a manner consistent with GE’s Brand Identity Guidelines, within the Licensed Territory only for purposes of displaying, marketing, advertising and/or promoting the sale of Licensed Products.

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2.3 Right of GE Affiliates

Any General Electric Company business, other than its GE Lighting business unit and GE Trademark Licensing, Inc., may manufacture or have manufactured, sell, promote, display, produce, use or display the Marks on, distribute or license products identical or similar to the Licensed Products to third parties.

2.4 Retention of Rights

GE expressly reserves the right to retain for itself (and/or its affiliates) and/or to grant to any other party(ies) a license(s) of any scope, in any geographical area(s), for any use(s), and for any article(s) of merchandise that are Licensed Products. Except as provided pursuant to Sections 2.1 and 2.2, no license by implication is granted by this Agreement, or by the actions or inaction of GE. Subject to the terms of Sections 2.1, 2.3, and 2.4, GE shall not be permitted to manufacture, distribute or sell any Licensed Products.

2.5 Sublicenses

LICENSEE may not sublicense the rights granted in this Agreement to any other party except as permitted by Section 5.

2.6 Sales After Termination

Except for sales during the Grace Period, LICENSEE may not enter into a contract for the sale of Licensed Products extending beyond the Expiration Date or termination date of this Agreement.

2.7 Right of GE Employees to Purchase Licensed Products

Should GE choose, at its sole discretion, to implement an employee purchase program, LICENSEE agrees to sell Licensed Products to General Electric Company employees, and at least 500,000 additional individuals who are non-GE employees (or employees of GE affiliates), and are not family or friends of GE employees (or employees of GE affiliates), at a price equal to LICENSEE’s lowest wholesale price for such Licensed Product (“GE Employee Purchases”). GE Employee Purchases shall be specifically identified on the Report (as defined in Section 8.1) but no Royalties shall be payable by LICENSEE on such sales. For purposes of clarification, sales of Licensed Products to a General Electric Company business shall be royalty bearing.

3. ROYALTIES

3.1 Accounting Principles

The United States Generally Accepted Accounting Principles (“GAAP”) or the International Accounting Standard (“IAS”) shall be applied consistently to all transactions under this Agreement as applicable, for calculation of Gross Revenue and royalties.

3.2 Currency

All amounts due under this Agreement shall be denominated, reported, and paid in U.S. dollars. Where a country restricts repatriation of U.S. Dollars, royalties will continue to accrue until paid.

3.3 Royalties

For each year during the Initial Term and any Renewal Term and for any Grace Period, LICENSEE shall pay to GE the following Royalties:

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Royalty and Payment Schedule for Year 2011

(Commencement Date through November 30, 2011)

Payment Due Date	Royalty
December 26, 2011	Five percent (5%) of Net Sales for the period from the Commencement Date through November 30, 2011

Royalty and Payment Schedule for Payment Base Years 2012 – 2016

Payment Due Date	2012	2013	2014	2015	2016
March 26	$375,000 plus Calculated Additional Royalty	$500,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$750,000 plus Calculated Additional Royalty
June 26	$375,000 plus Calculated Additional Royalty	$500,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$750,000 plus Calculated Additional Royalty
September 26	$375,000 plus Calculated Additional Royalty	$500,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$750,000 plus Calculated Additional Royalty
December 26	$375,000 plus Calculated Additional Royalty	$500,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$625,000 plus Calculated Additional Royalty	$750,000 plus Calculated Additional Royalty

Net Sales Minimum for Payment Base Years 2012 – 2016

	2012		2013		2014		2015		2016
Net Sales Minimum	$	30,000,000	$	40,000,000	$	50,000,000	$	50,000,000	$	60,000,000

For each Payment Due Date, the “Calculated Additional Royalty” is calculated as follows:

● (Net Sales less the Net Sales Minimum from above table),

● Multiplied by 0.05,

● Less the amount of any prior payments of Calculated Additional Royalty during the Contract Year.

For purposes of the formula immediately above:

● If the foregoing calculation results in zero or a negative number, then the Calculated Additional Royalty due shall be zero.

● Net Sales is measured from December 1 of the prior Contract Year through the end of the month preceding the payment due date. (E.g., for the March 26^th payment, Net Sales are measured from December 1 through February 28/29; for the June 26^th payment, Net Sales are measured from December 1 through May 30; etc.)

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3.4 Gross Up for Deductions

If LICENSEE deducts, or if GE is obligated to pay, any taxes, fees, assessments or other charges of any kind imposed by any government of a country foreign to the United States, any subdivision thereof, or any other governmental unit within the territory of such government (collectively referred to as “Charges”), with respect to any amount payable to GE under this Agreement, LICENSEE shall, to the extent that GE is not entitled to obtain a credit against income taxes due to the United States or a foreign country for such Charges, pay such additional amounts so that payments received by GE net of all Charges, together with the income tax credits to which GE is entitled for such Charges, shall equal the payments provided for above in Section 3.3. During the Initial Term of this Agreement and if any, the Renewal Term(s) and/or Grace Period, a gross-up of all withholding taxes will be required. The Parties agree to work together to minimize taxes and to provide each other with all necessary original tax receipts, provided there is no negative impact on the royalty received by GE.

3.5 Exchange Rates

The royalty on Net Sales in currencies other than U.S. dollars shall be calculated using the appropriate foreign exchange rate for such currency published in the Wall Street Journal on the first banking day following each corresponding Reporting Period.

3.6 Permitted Free Goods

If LICENSEE sells or provides the Licensed Products to third parties (other than a General Electric Company business) at no charge or less than the regular price charged to similar third parties in the same or similar locality, the Royalties payable to GE shall be computed on the basis of the usual price charged to other parties. Notwithstanding the foregoing, LICENSEE may distribute Permitted Free Goods on a royalty-free basis provided the amount of Permitted Free Goods distributed (other than under Section 2.7 of this Agreement) does not exceed 1% of Net Sales in any Contract Year.

3.7 Survival

The provisions of Section 3 shall survive termination or expiration of this Agreement to the extent that royalty payments are owed to GE during the Grace Period.

4. INITIAL TERM AND RENEWAL

4.1 Initial Term

Unless terminated or extended as herein provided, the term of this Agreement (“Initial Term”) commences at 12:00 A.M. Eastern Standard Time on the Commencement Date and expires on December 31, 2016, as of 11:59 P.M. Eastern Standard Time. The Term of this Agreement shall be the Initial Term and any Renewal Term as set forth in Section 4.2.

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4.2 Renewal Term

This Agreement may be renewed only by written agreement executed by the Parties. Two years prior to the end of the initial Term and/or any renewal term, a party may request that the Agreement be renewed for an additional period of two years; provided that this Agreement will expire in the absence of a written agreement extending the term that is duly signed by authorized representatives of each party. Minimum Royalty Fees for each year of the additional term(s) will be agreed upon in writing by the parties.

4.3 Effectiveness during Renewal Term(s) or Grace Period

All terms of this Agreement shall remain in full force and effect, excluding the original Expiration Date, throughout any Renewal Term(s) and any Grace Period.

5. PRODUCT QUALITY CONTROL

5.1 Quality Controls

GE has the right to approve LICENSEE’s quality controls for the Licensed Products. This includes details concerning the display, sale, promotion, advertising, marketing and distribution of Licensed Products bearing the Mark and the manufacture by LICENSEE and Vendors (and Sub-Tier Vendors), as defined in Section 5.5, of such Licensed Products. GE also has the right to control the manner in which the Mark is affixed to Licensed Products and their packaging as well as the quality and proper use of the Mark on all advertising, display, product inserts, promotional copy, and other associated materials for the Licensed Products used in connection therewith. LICENSEE acknowledges and agrees that the control by GE over the nature and quality of all Licensed Products and the Mark is a material element of the license herein granted.

5.2 Quality Standards

The Licensed Products shall be of a quality that is equal to or better than the competitive products in the Licensed Products’ category, including in design, features, material and workmanship, and suitable for the purpose intended. The Licensed Products shall feature attributes consistent with the quality for which GE is known.

5.3 Compliance with GE’s Quality Assurance Standards

LICENSEE covenants that it, its Vendors, and its Sub-Tier Vendors (as defined in Section 5.5(a)) will also comply with specified standards of quality that GE shall establish with respect to Licensed Products. GE shall maintain a record of these standards within the following documents, which may be unilaterally amended from time to time:

GETL Q-1000

GE Quality Manual

GE Product Expectations

LICENSEE acknowledges that it has access to these documents and is familiar with their contents and requirements. LICENSEE may not have a Licensed Product made or Sold unless and until the Licensed Product complies with such standards.

LICENSEE further covenants that subsequent units of each type or model of Licensed Products shall be of a standard of quality equally as high as that of initial specimens and samples of that type or model made available to GE. GE shall be entitled to rely on LICENSEE for the consistent quality, performance, and safety of Licensed Products and their compliance with applicable laws and standards.

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Furthermore, it is understood that GE assumes no liability for the findings, recommendations, or approvals contained in the GETL Q-1000, GE Quality Manual, or GE Product Expectations. Such findings, recommendations, or approvals in no way alter LICENSEE’s obligations to indemnify GE as set forth in Section 10.1 below.

5.4 Industry and Other Standards

Licensed Products shall be manufactured such that they comply with industry standards and GE Product Expectations, specifications, protocols, and quality control standards. Licensed Product may not be made or Sold until such industry standards have been met. LICENSEE shall provide Vendors (and Sub-Tier Vendors), as defined in Section 5.5, with such standards, and shall require that Vendors continually meet or exceed such standards. Further, the Licensed Products shall comply with applicable government safety, environmental and other government standards, regulations, rules, laws or the like dealing with or applicable to Licensed Products, together with all U.S. Underwriters Laboratories (“UL”) requirements and the requirements of similar entities or bodies in other countries where LICENSEE plans to sell Licensed Products as agreed to by GE and the LICENSEE.

5.5 Vendor Standards

(a)	LICENSEE will perform audits every Contract Year conforming to GE’s social responsibility and quality audit standards (“Audits”) for suppliers that manufacture or assemble finished goods Licensed Products (“Vendor(s)”) and suppliers that supply components that bear the Mark for such assembled finished goods Licensed Products (“Sub-Tier Vendors”) for LICENSEE. The Audits will be performed and issues resolved in accordance with GE’s criteria under GETL Q-1000 and the GE Quality Manual. A copy of each Audit will be made available to GE. At any point LICENSEE or GE may modify Audit terms to make them more rigorous.
(b)	LICENSEE will perform audits every Contract Year of Vendors and Sub-Tier Vendors to ensure compliance with GE’s quality standards. A copy of these audits will be made available to GE.
(c)	GE retains the right to perform its own audits of Vendors and Sub-Tier Vendors. GE will give prior written notice to LICENSEE so that LICENSEE can determine whether it desires to join GE for such audit.
(d)	Notwithstanding anything to the contrary, Vendor (and Sub-Tier Vendor) will immediately halt production of Licensed Products if Vendor (or Sub-Tier Vendor) is found to be in material violation of any Audit provisions that are classified as a red flag issue, per the forms found in the GE Quality Manual. In addition, any red flag issues must be resolved before any orders are placed with Vendors (or Sub-Tier Vendors).
(e)	GE retains the right to communicate with the Vendors and Sub-Tier Vendors to coordinate audits or discuss technical issues. GE will provide LICENSEE with notice of intent to communication with Vendors and Sub-Tier Vendors, and LICENSEE shall have the option to participate in such communications.

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5.6 Vendor Development

(a)	A new Vendor or Sub-Tier Vendor is defined as a facility that has not produced Licensed Products, or components thereof bearing the Mark within the last 365 days.
(b)	LICENSEE will require Vendors and Sub-Tier Vendors to sign the FORM OF LETTER AGREEMENT BETWEEN LICENSEE AND ITS VENDORS found in the GE Quality Manual before commercial production of Licensed Products manufactured or assembled by such Vendor (or Sub-Tier Vendor). If a Vendor (or Sub-Tier Vendor) refuses to sign such form, LICENSEE will not purchase or otherwise obtain Licensed Products from such Vendor (or Sub-Tier Vendor) until compliance is achieved. Signed copies of the FORM OF LETTER AGREEMENT BETWEEN LICENSEE AND ITS VENDORS will be made available to GE.
(c)	LICENSEE will perform an Audit and a manufacturing assessment of all prospective Vendors (and Sub-Tier Vendors). All results will be forwarded to GE. Vendors (and Sub-Tier Vendors) must pass these evaluations and GE’s review before manufacturing GE products. GE retains the right to perform its own audits to confirm results.
(d)	LICENSEE will prepare a Vendor Quality Manual or update their existing Manual to ensure that GE requirements identified within this Agreement and referenced documents are incorporated.
(e)	These requirements also cover Vendor (and Sub-Tier Vendors) facilities fully and or partially owned by the LICENSEE.

5.7 New Product Introduction

(a)

LICENSEE shall maintain the Restriction of Hazardous Substances Compliance records in accordance with the GE Quality Manual for each Licensed Product and provide them to GE during the new product introduction process. LICENSEE will continuously adapt its production process and product development to minimize the use and/or creation of hazardous substances.

(b)

LICENSEE shall integrate GE’s new product introduction process (found within the GETL Q-1000 and detailed within the GE Quality Manual) (“New Product Introduction Process”) into its product development process. The data requirements, sample requirements, and tollgates will be adhered to by the LICENSEE prior to the sale or distribution of such Licensed Products. Product reviews include, but are not limited to, family concept designs, drawings, mock-ups and Licensed Product generational roadmaps. GE shall provide a written response to each submission within thirty (30) business days. If GE fails to do so, LICENSEE shall give Notice to GE, and GE agrees that, within ten (10) business days of GE’s receipt of such Notice, GE will deliver its response or it will make available one of its employees or representatives to discuss GE’s response. If GE provides notice that such submission is unsatisfactory, contemporaneously with providing notice of disapproval, GE shall state the reasons for its disapproval and may provide guidance on how such materials might be approved. For purposes of this Agreement, submissions by LICENSEE shall only be considered approved by GE at such time that GE provides its express written approval.

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(c)	LICENSEE shall make packaging and instruction manual templates for Licensed Products, which shall adhere to GE’s Brand Identity Guidelines, available to GE for review and written approval. GE shall provide a written response to any such submission within thirty (30) business days. If GE fails to do so, LICENSEE shall give Notice to GE, and GE agrees that, within ten (10) business days of GE’s receipt of such Notice, GE will deliver its response or it will make available one of its employees or representatives to discuss GE’s response. If GE provides notice that such templates are unsatisfactory, contemporaneously with providing notice of disapproval, GE shall state the reasons for its disapproval and may provide guidance on how such materials might be approved. For purposes of this Agreement, submissions by LICENSEE shall only be considered approved by GE at such time that GE provides its express written approval.
(d)	LICENSEE will at its expense fully integrate GE into its field trial program of pilot production samples by providing for GE approval a minimum of twelve (12) samples of each Licensed Product involved in pilot production run field trials. Except for the cost of providing such samples, GE shall bear its own costs for its participation in LICENSEE’s field trial program. LICENSEE agrees to treat all GE comments regarding Licensed Products as if they were internal to LICENSEE. GE shall not require LICENSEE to incorporate any feature that would obligate LICENSEE to take a royalty-bearing license.
(e)	For each Licensed Product, LICENSEE will obtain appropriate agency listing(s) (e.g., UL and Normas Oficiales Mexicanas (“NOM”)) as required where LICENSEE sells the Licensed Products. UL listing shall be required where attainable and in countries where no applicable safety standards exist. A copy of such listing will be furnished to GE upon LICENSEE’s obtaining it.
(f)	Samples shipped to GE during product development will be provided free to GE. Any and all costs associated with import and shipping of these samples, including handling charges and duties, will be borne by the LICENSEE.
(g)	Prior to the commercial introduction of any new Licensed Product, Licensee shall perform a search in all appropriate countries to identify any patents, published patent applications, trade dress and secondary marks that are potentially relevant to the manufacture, use, marketing or sale of the new Licensed Product. Licensee shall present to GE a full and complete search report and opinion letter from intellectual property counsel attesting to the new Licensed Product being clear of infringement of all identified patents, published applications, trade dress and secondary marks or that the identified patents, published applications, trade dress and secondary marks are not valid or enforceable. Nothing in this Section 5.7 (g) shall be construed as a waiver, mitigation, release, relinquishment, surrender, discharge or otherwise of Licensee’s obligation to defend, indemnify and hold harmless GE pursuant to Section 10.1 below. These reviews will be conducted before any Licensed Product is Sold, during the New Product Introduction Process, as set forth in the GETL Q-1000 and/or GE Quality Manual. A license will be secured by the LICENSEE where necessary to comply with applicable Intellectual Property laws and rights of third parties.

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(h)	Products provided as field trial samples (referenced in Section 5.7(d) and the GE Quality Manual) shall be imported into the United States by the LICENSEE as finished goods. [Note: these samples are in addition to those provided during the various stages of product development and are to be pulled from the production run. Quantity required identified within GE Quality Manual.]
(i)	The importer of record for all samples sent to GE for the New Product Introduction Process or through ongoing quality requests shall be the LICENSEE or its Vendor. GE is not to be the importer of record.
(j)	LICENSEE will maintain, at all times, reasonable engineering and quality support to manage the quality and New Product Introduction Process for all Licensed Products.

5.8 Ongoing Quality

(a)	During the Initial Term (and Renewal Term(s), if any) of this Agreement, upon GE’s request, LICENSEE shall submit to GE four (4) units per model of Licensed Products for testing, together with all labeling or packaging in which, or in conjunction with which, the Licensed Products are to be marketed. “Market” shall mean the Licensed Territories identified in Attachment 2. The samples will be provided free to GE. Any and all costs associated with shipping of these samples including all shipping and handling charges and duties will be borne by LICENSEE. The manufacture, sale, distribution or promotion of Licensed Products shall not be contingent on waiting for test results. GE may also reasonably request additional units at LICENSEE’s expense.
(b)	GE will be provided with all data pertaining to consumer safety related complaints as soon as possible, and will be given an opportunity to participate in all formal safety reviews associated with field-related safety issues. Corrective action plans will be provided to GE, and GE shall have the right to require a recall of any product in accordance with Section 5.9(d).
(c)	Licensed Products returned from customers damaged in any way (including cosmetic) and/or requiring any repairs or modifications (other than re-packaging) shall not be re-Sold by LICENSEE except where expressly authorized in writing by GE (and in GE’s sole discretion), in which case such Licensed Products shall undergo an appropriate quality control process. In addition, such Licensed Products must be packaged according to GE’s Brand Identity Guidelines, clearly be labeled as “refurbished,” or the like, and shall carry LICENSEE’s full product warranty.

5.9 Documentation, Reports, Inspections and Audits

(a)	Copies of all records, including but not limited to, Audits, Quality Manuals, the Restriction of Hazardous Substances Compliance form (Quality Manual), lot inspection reports, and the appropriate government agency listings, will be made available to GE upon request.
(b)	Copies of return rate data by model regarding Licensed Products will be made available to GE upon request.

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(c)	LICENSEE will allow and ensure its Vendors and Sub-Tier Vendors will allow GE’s representatives or its authorized agents, at all times during regular business hours, to enter LICENSEE’s, Vendors’, or Sub-Tier Vendors’ premises to conduct Audits, review compliance with local and other applicable legal requirements relating to labor, environment, health and safety, and/or inspect the Licensed Products, manufacturing processes, material handling, document control, production, finished goods handling, and facilities for compliance with the terms of this Agreement. If GE finds unacceptable factory practices and/or any violation of the terms of this Agreement, GE will: (1) provide its findings in writing to LICENSEE for correction; or (2) advise LICENSEE that it must not use or must discontinue use of such factory, as set forth in the GETL Q-1000 and/or GE Quality Manual. Corrective actions will be taken within the timeframe set by GE and to the satisfaction of GE. GE retains the right to re-audit to confirm the corrective action. Any Vendor, Sub-Tier Vendor, or LICENSEE factory with a “red flag” finding will not be allowed to ship or produce Licensed Products or components for Licensed Products until the issue(s) raised by the red flag finding(s) is/are fully resolved to GE’s satisfaction. Any Vendor or Sub-Tier Vendor that fails to address product safety or Audit related issues to GE’s satisfaction will be barred from producing Licensed Products or components for Licensed Products until such issues are addressed to GE’s satisfaction.
(d)	LICENSEE shall bear any and all costs related to any product recall of Licensed Products, whether voluntary or required by a government agency or GE. GE may declare and require LICENSEE to issue a product recall if, after GE has discussed (or has attempted to discuss) the possible product recall with LICENSEE, GE reasonably determines that it is necessary due to a substantial product hazard, substantial risk of injury to persons or property, and/or risk of damage to its brand reputation. In the event of a government-ordered recall or a recall initiated by LICENSEE or required by GE, LICENSEE will consult with GE, and obtain GE’s prior express written approval regarding all aspects of handling such recall. LICENSEE agrees that adequate identification stamping will be placed on finished Licensed Products to best facilitate any product recall that may be declared. LICENSEE will promptly inform and forward to GE all correspondence/contacts and other information regarding product recalls and product recall issues.
(e)	In the event that a product does not conform with GE Product Expectations, GE will give Notice to LICENSEE that it desires to discuss its findings with LICENSEE and have LICENSEE create a corrective action plan. Within ten (10) business days of such Notice, LICENSEE will provide GE with a corrective action plan for GE’s approval. LICENSEE agrees to give GE prompt Notice of any non-conforming Licensed Products, and within ten (10) business days of such Notice, LICENSEE will provide GE with a corrective action plan for GE’s approval.

5.10 Customer Support

(a) In support of LICENSEE’s quality obligations set forth herein, LICENSEE will, before making any sales, create and maintain, whether through its own employees or outsourced to another entity, a customer support call center with toll-free access (where available) for the Licensed Products, in the language(s) of the countries where LICENSEE plans to sell Licensed Products, that shall be available to residents of the applicable countries during normal local business hours. If LICENSEE creates and maintains a customer support call center with toll-free access (where available) for all customers of Licensed Products in applicable countries and prominently displays the toll-free telephone number on the packaging and in all collateral materials accompanying the Licensed Products, LICENSEE will not be required to reimburse GE for costs related to running the GE Answer Center even if calls from customers of Licensed Products are received by the GE Answer Center. If GE, in its sole discretion, permits LICENSEE to not provide a call center with toll-free access for a portion of the Licensed Territory (e.g., for a small quantity sale), LICENSEE agrees to reimburse the GE Answer Center for the costs incurred by GE in answering and responding to customers of Licensed Products in such portion of the Licensed Territory. GE shall submit to LICENSEE reasonable documentation for such costs.

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(b)	In support of LICENSEE’s quality obligations set forth herein, LICENSEE agrees to create and maintain, whether through its own employees or outsourced to another entity, an internet site for the Licensed Products, in the language(s) of the applicable countries (when required by local law), available to residents of the applicable countries. Such site shall include: instruction manuals, warranty coverage, product images, detailed descriptions, and all other relevant information for Licensed Products. Such site must conform to GE’s Brand Identity Guidelines and be acceptable to GE. Further, the site must be maintained for a minimum of four years following expiration or termination of this Agreement.
(c)	In support of LICENSEE’s quality obligations set forth herein, LICENSEE agrees to create and maintain, whether through its own employees or outsourced to another entity, a service center for servicing (e.g., repairs and/or replacements) Licensed Products that are covered by the product warranty.
(d)	LICENSEE shall supply customer support call center and service center reports to GE on a monthly basis (or more frequently, upon GE’s reasonable request) along with the reports required to be submitted in accordance with Section 8. LICENSEE shall provide GE on a timely basis with additional information requested by GE that relates to call center or service center information provided to GE under this subsection (d). As part of such reports, LICENSEE shall summarize key areas of consumer inquiries, call volume levels, reasons for repair, and any product issues with respect to the Licensed Products.
(e)	The toll-free customer support telephone number and locations of service centers shall be prominently displayed in the collateral materials distributed with the Licensed Products.
(f)	All customer support call centers, service centers, and internet sites require GE approval.
(g)	LICENSEE shall comply with the provisions of this Section 5.10 during the Initial Term of this Agreement, Renewal Term(s), if any, and any Grace Period and unless otherwise notified by GE, for a period of four (4) years after the expiration or termination of this Agreement. Upon the expiration of the product warranty period for all Licensed Products Sold by LICENSEE during the Initial Term of this Agreement, Renewal Term(s), if any, and any Grace Period, LICENSEE may request that the GE Answer Center (or successor entity or service) handle calls from customers who purchased Licensed Products, provided LICENSEE pay GE (or the GE Answer Center) its fees for answering such calls.

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(h) Privacy Compliance

(A)	If Licensee, in connection with the performance of this Agreement, processes any personal data or other information of purchasers (“Customer Information”) that is subject to Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively “GLB”) or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of Customer Information and applicable industry standards including PCI compliance requirements (collectively “Privacy Laws”), Licensee agrees to comply with GLB and other Privacy Laws, and to protect and maintain the privacy of such Customer Information accordingly. Such compliance shall include, but is not be limited to, Licensee: (i) not disclosing any Customer Information to any third party except in accordance with applicable Privacy Laws; (ii) ensuring that its employees and subcontractors who obtain or have access to Customer Information comply at all times with the Privacy Laws and the provisions of this Agreement regarding the use and protection of Customer Information; and (iii) protecting and maintaining the security of all Customer Information in Licensee’s custody or under Licensee’s control. Licensee shall immediately report to GE any unauthorized disclosure or use of or any unauthorized access to any Customer Information in Licensee’s custody or under Licensee’s control.
(B)	If Licensee Processes any Personal Data that is obtained in the context of a person’s working relationship with GE or an Affiliate of GE (“Employment Data”), Licensee will process the data consistent with the “GE Employment Data Protection Standards.” Such persons include, for example, job applicants, employees (whether temporary or permanent), contingent workers, retirees, and former employees, as well as any dependents or others whose personal data have been given to GE or an Affiliate by such persons. Licensee must obtain prior written approval from GE regarding the scope of Employment Data to be collected and the consent language to be used.
(C)	Licensee understands and agrees that GE may use any “Contact Information” (such as name, address, telephone number, e-mail address, etc.) provided by Licensee or any of its representatives for purposes reasonably related to the performance of this Agreement, including but not limited to Licensee administration and payment administration, and that such contact information may be transferred to and stored in a global database located in the United States of America and maintained by GE or one of its Affiliates. Licensee agrees that it will comply with all legal requirements (e.g., obtaining consent of the Data Subject, where required) prior to the transfer of any Contact Information or other Personal Data to GE. The Contact Information will not be shared beyond GE, its Affiliates and their contractors who will be contractually bound to use the information only as reasonably necessary to for purposes of performing under their contractual obligations with GE and its Affiliates. GE will take appropriate measures to ensure that Contact Information is stored securely and in conformity with applicable data protection laws.

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5.11 Product Warranty

LICENSEE shall provide a warranty for each Licensed Product Sold and shall be solely responsible for performing its obligations under that warranty both during and after the Initial Term (and Renewal Term(s), if any) of this Agreement. The warranty terms (and proposed future changes of the terms) are subject the prior review and approval of GE. The Licensed Products shall carry warranty coverage equal to or better than the warranty coverage: (a) offered by LICENSEE for like products, if any, that it sells; and (b) offered by the primary competitors (e.g., Hunter and Harbor Breeze) on like products in the same category. Notwithstanding the foregoing, the warranty coverage (parts and labor) for the Licensed Products shall in no event be less than one (1) year. The warranties will be subject to annual review and approval by GE to ensure that they are in compliance with this Section and shall be submitted as part of the Marketing Plan each Contract Year (see Marketing Plan Outline in Attachment 5). Each Licensed Product shall include collateral material which provides consumer instructions on how to register the product with LICENSEE. LICENSEE shall collect customer registration information submitted to it and, upon request, to the extent permitted by law, shall provide such information to GE. Neither GE nor LICENSEE shall be permitted to sell or distribute customer registration information to third parties. LICENSEE shall ensure that all product warranties and its warranty documentation, procedures, and services with respect to the Licensed Products comply with the Magnuson-Moss FTC Warranty Act and all other applicable federal, state, local, and foreign laws and regulations and the terms of its warranties.

5.12 Instruction Manuals

LICENSEE shall provide an instruction manual for each Licensed Product Sold.

(a)	All instruction manuals shall be developed by a professional agency with an expertise in creating such manuals, and should be written in proper English, with attention to grammar, sentence structure, punctuation, and spelling.
(b)	For all Licensed Products Sold in the United States, instruction manuals shall be written in both English and Spanish. For all other territories, instruction manuals shall be written in both English and that territory’s primary language. All translations must be performed by a professional company.
(c)	All instruction manuals shall include illustrations, and instructions on each of the following: part breakdown, maintenance, safeguards, warnings, operation, cleaning, troubleshooting, technical data, warranty coverage, and all other important information.
(d)	All instruction manuals shall meet GE’s Brand Identity Guidelines in all respects, including but not limited to, layout guidelines.
(e)	To the extent instruction manuals include recipes, such recipes must be tested and approved by a third party.

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5.13 Unauthorized Product Payment

If LICENSEE markets and/or sells any Licensed Product in violation of this Agreement that has not been expressly approved in writing by GE, then GE shall have the right to assess against LICENSEE an unauthorized product payment only (as liquidated damages and not a penalty) of up to 15% of LICENSEE’s sales of such Licensed Products. Any such payments shall not be applied against any Royalties due under this Agreement pursuant to Section 3.3. The seriousness and gravity of the violation will be considered by GE in determining any such assessment.

5.14 GE Review/Approvals

Where GE reviews or approves any activity, document or product under this Agreement, it does so for its benefit only. No third party beneficiary rights to consumers, users, purchasers and others are intended. No waiver or renunciation of any performance requirement or product liability of LICENSEE may be implied by such approval except when expressed clearly in writing.

5.15 Return Rates

During the New Product Introduction Process (basis of interest stage), LICENSEE shall provide GE with LICENSEE’s expected return rate for that Licensed Product. If, at any time, the return rate for a Licensed Product goes above LICENSEE’s expected return rate for that Licensed Product, or above a rate that GE deems acceptable, then GE shall have the right to take any and all actions necessary to protect the GE brand, including but not limited to, requiring LICENSEE to cease all shipments and/or sales of such Licensed Product. Further, LICENSEE shall set up a process to collect and analyze selected product returns, and shall provide defect sample analysis reports to GE (on behalf of LICENSEE and its suppliers) on a monthly basis.

5.16 Supplier Selection Criteria

LICENSEE shall adhere to the supplier selection criteria set forth in the GETL Q-1000 and GE Quality Manual. Such selection criteria includes, but is not limited to: (1) providing working parent models to GE for each Licensed Product prior to approval of a Basis of Interest request; and (2) meeting minimum manufacturing process criteria.

6. ANNUAL PLANS AND PERFORMANCE

6.1 Distribution Commitment

LICENSEE shall manufacture (or have manufactured) and continuously distribute, market, and sell Licensed Products in commercially reasonable quantities by a mutually agreed upon date, which shall in no event be later than one (1) year after receiving GE’s approval of the production sample of the Licensed Product, or as may otherwise be agreed upon. After commencing distribution and sale of Licensed Products in a country, LICENSEE shall continue thereafter to distribute, market and sell a commercially reasonable number of such Licensed Products. If, for any reason, LICENSEE fails to use commercially reasonable best efforts which result in Licensed Products being commercially available on the market within eighteen (18) months of the Commencement Date, GE shall have the right to terminate LICENSEE’s rights with respect to the portion of the Licensed Territory in which such failure occurs.

6.2 Product Plans

Prior to September 1, 2011 LICENSEE shall provide GE a plan of the proposed line of all Licensed Products LICENSEE plans to sell during Contract Year 1 and 2, and a list of all new Licensed Products under development or planned to be presented to GE for approval.

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Following the initial product plan development schedule noted above, by October 1st of each Contract Year, LICENSEE shall provide GE a plan of the proposed line of all Licensed Products LICENSEE plans to sell during the following Contract Year and a list of all new Licensed Products under development or planned to be presented to GE for approval.

6.3 Program Commitment

LICENSEE agrees to make the Licensed Products a primary branded offering in their respective product categories and commits that it will develop a full line of high-quality Licensed Products that will offer excellent quality and feature attractive designs and advanced technologies. LICENSEE shall consistently distinguish the Licensed Products from other similar products manufactured or Sold by LICENSEE or its Vendors through technology, design, marketing, marking, and packaging. LICENSEE shall use its best efforts to provide the appropriate customer support to ensure that each customer is 100% satisfied. LICENSEE will assign a Program Manager, who will have the primary responsibility for managing and overseeing the development of business under this Agreement with support from senior leadership within LICENSEE.

6.4 Positioning of Licensed Products

The Licensed Products shall be marketed in a manner that is consistent with GE’s equity and an overall better / best positioning in the marketplace, comparable to the positioning of primary competitors (e.g., Hunter and Harbor Breeze). LICENSEE agrees to develop, market, and sell a full-line offering of Licensed Products consistent with this overall market positioning and that the Licensed Products will be high quality and priced competitively with like products of primary competitors.

LICENSEE shall use its best commercial efforts to advertise, promote and sell Licensed Products. If Licensee exercises its right to sell its own or a third party’s trademarked products, LICENSEE must submit to GE, no later than three (3) months following LICENSEE’S introduction into the market of a non-Licensed product, a minimum net annual volume commitment of Licensed Products that is acceptable to GE in its discretion. This annual volume commitment must be at least $40,000,000, which will then become a material commitment under this Agreement. If, in the future, Attachment 1 is amended to add lighting fixtures as License Products, then the annual volume commitment must be at least $80,000,000, which will then become a material commitment under this Agreement.

6.5 Marketing Commitment

In each Contract Year, LICENSEE shall advertise and promote the Licensed Products in a manner consistent with industry practice, and the amount of its Promotional Commitment shall be consistent with industry practice and effective promotion of the Licensed Products. Concurrently with the submission of the final quarterly royalty report required during the Reporting Period for each Contract Year, LICENSEE shall submit a report, certified as accurate by its Chief Financial Officer, of its Promotional Commitment (detailing the amount of advertising and promotion conducted by LICENSEE and the amount of co-op advertising) for the preceding Contract Year.

6.6 Annual Marketing Plan

Prior to September 1, 2011 for Contract Years 1 and 2, and by October 1^st of each Contract Year thereafter, LICENSEE shall submit to GE, for GE’s review, a detailed Marketing and Sales Plan (“Marketing Plan”) designed to achieve the Targeted Sales for the Contract Year. The Marketing Plan, the outline for which is attached as Attachment 5, shall also include a description of the LICENSEE’s organizational support for the Licensed Products.

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GE shall have the right to approve how the Mark is proposed to be used and depicted as described in the Marketing Plan. In the initial Marketing Plan, LICENSEE shall also include its plans for Contract Years 2 and 3. In each Marketing Plan after the initial Marketing Plan, LICENSEE shall compare the prior year’s results to the prior year’s Marketing Plan. LICENSEE shall take all commercially reasonable steps necessary to implement a Marketing Plan submitted to GE pursuant to this Section.

GE shall provide a written response to each Marketing Plan within thirty (30) business days of submission. If GE fails to do so, LICENSEE shall give Notice to GE, and GE agrees that, within ten (10) business days of GE’s receipt of such Notice, GE will deliver its response or it will make available one of its employees or representatives to discuss GE’s response. If GE provides notice that such submission is unsatisfactory, contemporaneously with providing notice of disapproval, GE shall state the reasons for its disapproval and provide guidance on how such Marketing Plan might be approved.

7. MARKETING MATERIALS AND REQUIREMENTS

7.1 Review and Approval by GE

Advertising, press communication, display, product insert, promotional copy, social media, instruction manuals, and other associated materials for the Licensed Products created by LICENSEE (or a third party on behalf of LICENSEE) applicable to print, websites or any other media shall be submitted to GE in time to allow GE thirty (30) business days from the date of receipt to review, comment upon, approve, or disapprove such submissions and to indicate any required changes to be made. LICENSEE shall also submit for review and approval by GE any other materials to be used by LICENSEE bearing the Mark (e.g., business cards, letterhead, public relations releases, trade show displays), and such thirty (30) business day review period shall also apply. If GE fails to respond within such period, LICENSEE shall give Notice to GE, and GE agrees that, within ten (10) business days of GE’s receipt of such Notice, GE will deliver its response or it will make available one of its employees or representatives to discuss GE’s response. If GE provides notice that such submission is unsatisfactory, contemporaneously with providing notice of disapproval, GE shall state the reasons for its disapproval and provide guidance on how such submission might be approved.

All materials shall be sent to GE in the manner provided in Sections 11.1 and 11.2 hereof or in another manner approved by GE (e.g., email). If GE requests changes to previously-approved materials (e.g., due to changes in GE’s Brand Identity Guidelines), LICENSEE shall promptly make such changes and shall be allowed to continue to distribute such materials then existing in inventory.

7.2 Mark Artwork

Upon request of LICENSEE, GE shall provide LICENSEE with reproduction artwork for the Mark, and GE may, in its sole discretion, make available to LICENSEE film, photostats, artwork, and full color reproductions of its Mark, artwork, designs, and other materials for LICENSEE’s use in accordance with this Agreement. If LICENSEE requests GE to supply new artwork, mechanicals, and film, LICENSEE may be required to reimburse GE for GE’s out-of-pocket expenses, including, without limitation, reasonable hourly charges for creative personnel, incurred by GE in the preparation for LICENSEE of such new artwork, mechanicals, and film. All charges due GE under this Section will be billed and paid on a “Net 30 Days” basis. Within thirty (30) days of termination or expiration of this Agreement, LICENSEE shall return all such reproduction artwork to GE. LICENSEE is not required to reimburse GE for brand identity materials that LICENSEE is required to follow.

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7.3 Changes to Mark

If GE requests changes (e.g., due to changes in GE’s Brand Identity Guidelines) to previously-approved materials bearing the Mark (e.g., packaging, instruction manuals, business cards, letterhead, advertising, display, product insert, promotional materials, and the like), LICENSEE shall promptly make such changes and shall be allowed to continue to distribute such materials then existing in inventory for a period up to twelve (12) months unless otherwise approved in writing by GE.

7.4 Compliance of Marketing Materials

LICENSEE agrees warrants and covenants that all advertising, display, product inserts, packaging, promotional copy, and other associated materials for the Licensed Products created by it for any jurisdiction regardless of the media type will comply with all GE requirements that are described or referenced in, or arise out of, this Agreement, applicable laws, guidelines, regulations, statutes, common law and rules of equity, including without limitation those regarding Intellectual Property, unfair competition, the U.S. Federal Communications Commission and the Federal Trade Commission and their state and international counterparts, if any.

7.5 Internet Sales

LICENSEE may display, advertise and/or sell the Licensed Products on or in connection with the World Wide Web (the “Internet”) provided that LICENSEE strictly adheres to the terms of this Agreement including, without limitation, the following conditions:

(a)	The Mark shall neither be used in LICENSEE’s website’s name nor as part (or whole) of the URL(s) relating to LICENSEE’s website or any other website controlled by LICENSEE, unless otherwise approved by GE in writing.
(b)	LICENSEE shall not link web pages featuring the Mark and/or the Licensed Products to any other GE-owned website(s), unless LICENSEE has obtained approval from GE for use of said link.

7.6 Mark Protections

LICENSEE shall not:

(a)	Alter the Mark in any manner, including, but not limited to proportions, colors, elements, etc.; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Mark;
(b)	Use the Mark on any site that disparages GE, its products or services, infringes GE’s Intellectual Property rights, or violates any applicable state, federal or international law;
(c)	Co-brand the Licensed Products or use the Mark in any manner that implies sponsorship or endorsement of LICENSEE or its products by GE other than permitted by the license granted in Section 2 herein;

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(d)	Market or promote: (i) LICENSEE’s or any other company’s name, or (ii) any other brand and/or trademark (other than the Mark), in any advertising, display, packaging, product insert, promotional copy, manuals, and other associated materials for the Licensed Products, except as required and approved by GE (e.g., trade materials); or
(e)	Use the Mark as a feature or design element of any other logo or any other company’s name and/or trademarks.

8. REPORTS AND RECORDS

8.1 Monthly Sales Reports

By the twenty-fifth day of each month, during the Initial Term and any Renewal Term(s) of this Agreement and during any Grace Period, LICENSEE shall send to GE a single, electronic, full and accurate report (“Report”), certified by the Chief Financial Officer of LICENSEE or his designee, detailing, among other items, Net Sales of each of the Licensed Sold or otherwise disposed of by LICENSEE during the preceding month, including the breakdown of sales by country.

8.2 Quarterly Financial Reports

By the twenty-fifth day of each Reporting Period, during the Initial Term and any Renewal Term(s) of this Agreement and during any Grace Period, LICENSEE shall send to GE a single, electronic, full and accurate report (“Report”), certified by the Chief Financial Officer of LICENSEE or his designee, detailing, among other items, Net Sales of each of the Licensed Products Sold or otherwise disposed of by LICENSEE during the preceding Reporting Period, including the breakdown of sales by country. The Report shall constitute a completed Royalty Report Form attached hereto as Attachment 4 and updated versions thereof as may be provided by GE from time to time. Such Report shall be rendered at the times specified, whether LICENSEE has Sold or otherwise disposed of any Licensed Product during the preceding Reporting Period. At the time of sending each Report hereunder, LICENSEE shall calculate the royalty owed according to the format of Attachment 4, and remit to GE in full the royalty based on Net Sales or quantity of Licensed Products Sold and payable to date for the Contract Year in question, as provided in Section 3. All payments shall be made by wire transfer to GE as specified below or in the manner otherwise specified by GE in writing.

Wire Transfer Information

[*]

[*]

[*]

[*]

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8.3 Distribution Channel Reports

Upon GE’s request, LICENSEE shall provide a current list of the retail outlets and distributors by category to whom sales of Licensed Products were made in a preceding Reporting Period(s) covered by this Agreement. LICENSEE shall maintain a record of sales by invoice for each month during this Agreement. All reports provided for in this Agreement are to be sent to GE in accordance with Sections 11.1 and 11.2 hereof.

8.4 Late Payment Charge

Except for a single thirty (30) calendar day grace period per Contract Year or with respect to a portion of Royalties that is reasonably in dispute, a late payment charge of one and a half percent (1.5%) per month over the prime rate (as published in the Wall Street Journal the 15^th day of the month when such funds were due) shall be payable to GE on the amount of all payments not made when due, from the payment due date until the date payment is received by GE. In no circumstances shall the late payment fee required hereunder exceed the highest charge allowed by applicable law. All payments shall be made by wire transfer to GE as specified above or in the manner otherwise specified by GE in writing.

8.5 Other Reports

LICENSEE shall provide such other reports as required under this Agreement pursuant to the terms set forth herein, including without limitation, call center reports on a quarterly basis as set forth in Section 5 herein.

9. VERIFICATION OF REPORTS AND RECORDS

9.1 Report and Record Retention

Throughout the Initial Term (and Renewal Term(s), if any) of this Agreement, and for at least five (5) years following the termination or expiration of this Agreement, LICENSEE shall maintain all Reports, the reports required in Section 5 herein, all books, instruction manuals, warranty language, legal correspondence, and product documentation (collectively, “Books and Records”) at a single point for review (where commercially practical) as are necessary to substantiate that:

(a)	all reports submitted to GE hereunder are true, complete, and accurate; and
(b)	all royalties and other payments due GE hereunder shall have been paid to GE in accordance with the provisions of this Agreement; and
(c)	no material payments have been made, directly or indirectly, by or on behalf of LICENSEE to or for the benefit of any GE employee or agent who may reasonably be expected to influence GE’s decision to enter into this Agreement or the amount to be paid by LICENSEE under this Agreement. (As used in this sub-section, “payment” shall include money, property, services, and all other forms of consideration).

9.2 GAAP Accounting

All Books and Records shall be maintained in accordance with GAAP or IAS, consistently applied as applicable, and with all applicable laws, statutes and regulations.

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9.3 Inspection Rights

During the Initial Term (and Renewal Term(s), if any) of this Agreement, and for at least five (5) years following the termination or expiration of this Agreement, GE, through its duly authorized representatives (including certified public accountants), shall have the right, upon one (1) week written notice, to inspect, audit, and copy any of LICENSEE’s Books and Records and any other records related to the Licensed Products, including but not limited to: records relating to production, inventory sales, invoices, general ledger and sub-ledgers, accounts receivable, accounts payable, production, shipping, inventory, purchase of production materials, management reports, warranties, and return sales, at all times during regular business hours for the purpose of determining the correctness of the Reports and royalty payments due under this Agreement.

9.4 Deficiencies Revealed by Audit

If the inspection or audit reveals a deficiency of royalty due or paid by LICENSEE to GE, LICENSEE shall, within ten (10) days of receipt of notice to cure the deficiency, make payment to GE of said deficiency, including the fee and interest terms as provided in Section 8 as permitted by applicable law. In addition, if the audit reveals a deficiency, of more than three percent (3%) of the royalty due, LICENSEE shall reimburse GE for the reasonable cost of the services of the representatives, accountants, and for any other costs incident thereto (including reasonable attorneys’ fees and costs of collection).

10. INDEMNIFICATION AND INSURANCE

10.1 LICENSEE’s General Indemnity

LICENSEE shall fully indemnify, defend, and hold harmless GE and General Electric Company, and their respective directors, officers, agents, representatives, employees, dealers, licensees, parents, subsidiaries, affiliates, licensing agents, and distributors (“GE Indemnified Parties”), from any and all claims, losses, damages, expenses, liabilities, judgments, penalties, and costs (including reasonable attorneys’ fees and costs) asserted against or incurred by the GE Indemnified Parties arising out of or in any way related to this Agreement, associated with the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or disposition of Licensed Products, whether or not such Licensed Products conform to GE’s required standards of quality, and regardless of whether or not GE has specifically approved the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, marketing, or disposition of Licensed Products (“LICENSEE’s Indemnity”).

LICENSEE’s Indemnity shall cover any claims or suits asserted against the GE Indemnified Parties including, but not limited to, any alleged or actual: (A) breach of warranty or representation by LICENSEE contained in or made in connection with this Agreement or the Licensed Products; (B) act or omission pursuant to, or in breach of, this Agreement by LICENSEE, its Vendors and/or LICENSEE’s customers or users of LICENSEE’s products, and/or the agents and employees of any of the foregoing; (C) Intellectual Property infringement; (D) defect in the design or manufacture; (E) failure to warn; (F) failure to comply with applicable laws or regulations; (G) disposal or environmental fees pertaining to the Licensed Products that are assessed against the GE Indemnified Parties; (H) violation of any applicable child labor, environmental, disposal, or hazardous materials laws; (I) strict liability, breach of warranty, or negligence; (J) personal injury (including death); or (K) any other property damage.

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LICENSEE shall be responsible for protecting its rights under Agreement. As a result, LICENSEE agrees that it shall indemnify GE from any and all claims, losses, damages, expenses, liabilities, judgments, penalties, and costs (including reasonable attorneys’ fees and costs) incurred by the GE Indemnified Parties arising out of or in any way related to preventing the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or disposition of unlicensed goods that fall within the scope of Licensed Products under this Agreement.

GE shall, to the extent it becomes aware of same, give LICENSEE reasonable notice of all claims or suits within sixty (60) days and grant LICENSEE the right to select counsel and settle and/or control such claim or suit at LICENSEE’s expense, provided GE must approve any settlement that affects GE’s goodwill or financial position, such approval not to be unreasonably withheld. Failure to give LICENSEE reasonable notice of all claims or suits within sixty (60) days shall not, in any way, nullify LICENSEE’s Indemnity obligations. Notwithstanding the foregoing, GE shall have the right to retain its own counsel and its own consultants (the expenses for which are covered by LICENSEE under this indemnification) to represent its own interests in all cases involving indemnification.

10.2 GE Indemnity

GE shall indemnify and hold harmless LICENSEE, its directors, officers, agents, representatives, employees, dealers, subsidiaries, affiliates, licensing agent, and distributors (“LICENSEE Indemnified Parties”) from any liability, loss, damage, or expense (including reasonable attorneys’ fees and costs) incurred by the LICENSEE Indemnified Parties, arising out of any claim or suit involving an allegation of trademark infringement involving use of the Mark in accordance with this Agreement. LICENSEE shall, to the extent it becomes aware of same, give GE notice of any claim or suit within thirty (30) days and grant GE the right to select counsel and settle and/or control such claim or suit at GE’s expense, provided that LICENSEE must approve any settlement that affects LICENSEE’s goodwill or financial position, such approval not to be unreasonably withheld.

10.3 Insurance

LICENSEE shall acquire and maintain at its sole cost and expense throughout the Initial Term and any Renewal Term(s) of this Agreement, and for a period of eight (8) years following the termination or expiration of this Agreement, Comprehensive General Liability Insurance, including broad form coverage for product liability, personal injury (including bodily injury and death), advertiser’s liability, and contractual liability, underwritten by an insurance company with a Best’s rating of at least A-/XII and licensed to do business in each country LICENSEE displays, sells, markets, advertises, promotes or distributes Licensed Products. This insurance coverage shall be primary (irrespective of the existence or coverage of any other policy maintained by any insured or third party) and non-contributory, contain a waiver of subrogation against additional insureds and provide protection (with umbrella or excess liability coverage) of not less than $15 million combined single limit for personal injury and property damage (on a per occurrence basis) and a deductible not to exceed $100,000. Insurance policies shall name “GE Trademark Licensing, Inc.” (and its designees from time to time), and its respective affiliates, officers, employees and agents, as additional insured parties, shall contain an endorsement which requires that notice be given to GE at least thirty (30) days prior to cancellation, termination, lapse, material modification, or expiration of the policy (language merely requiring the insurer to endeavor to provide notice is not sufficient), and shall provide adequate protection for LICENSEE, GE, and their respective affiliates, officers, employees, and agents against any and all claims, demands, causes of action or damages, including attorney’s fees, arising out of this Agreement, including but not limited to those arising from the manufacture, sale, distribution, use, or advertisement of the Licensed Products, regardless of when such claims are made or when underlying injuries occur or manifest themselves. Insurance policies shall not contain cross-claim, cross-suit, or other such exclusion clauses which would preclude additional insured parties from instituting causes of action against other insureds under the policy or which would otherwise limit coverage of additional insureds. LICENSEE will review the amounts and types of insurance coverages on an annual basis and will continue to provide adequate protection for LICENSEE, GE, and their respective affiliates, officers, employees and agents but in no event shall GE’s rights or coverages under this Section be decreased. In the event LICENSEE’s insurance is canceled and replacement insurance is not obtained prior to the effective date of such cancellation, GE shall have the right, but not the obligation, to procure such coverage and charge the expenses incurred to LICENSEE. In the event LICENSEE’s insurance is canceled and replacement insurance is not obtained prior to the effective date of such cancellation, GE shall have the right to terminate this LICENSE upon notice and without the right to cure. Upon request and at any time, LICENSEE shall promptly furnish a copy of the insurance policy to GE. LICENSEE expressly authorizes GE or its designee(s) to deal directly with LICENSEE’s insurance broker or agent to address or resolve any issue(s) regarding LICENSEE’s insurance coverage or to obtain a copy of the certificate as required by this Agreement. In this regard, LICENSEE shall advise GE in writing, upon LICENSEE’s signing of the Agreement and at anytime in the future if there is a change, of its insurance broker or agent (e.g., company name, address, telephone and fax numbers, and primary contact person)

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By the earlier of (i) ninety (90) days after the Commencement Date, and (ii) the day prior to LICENSEE’s first distribution and sale of any Licensed Products, LICENSEE will provide to LICENSOR a certificate(s) issued by LICENSEE’s insurance company evidencing the insurance required above shall be provided to GE for GE’s prior written approval. Such certificates shall set forth, minimally, the amount of insurance, the additional insured endorsement, the policy number, the date of expiration, and an endorsement that GE shall receive thirty (30) days written notice prior to cancellation, termination, lapse, material modification, or expiration of the coverage. Any proposed change in any certificate of insurance shall be submitted to GE for GE’s prior written approval. Copies of then-prevailing certificates of insurance shall be promptly furnished to GE upon any request, at any time, by any additional insured and also upon renewal of insurance. No such party shall have any responsibility or liability for any deductible, premium or over-limit liability.

LICENSEE’s purchase of insurance or furnishing of the insurance certificate shall not relieve LICENSEE of any of its other obligations or liabilities under this Agreement.

11. NOTICES

11.1 Manner of Giving Notice

Except as otherwise provided herein, all notices, requests, submissions, or other transmittals, including, but not limited to, those items set forth in Sections 5, 6, 7, 8, 10, 14.4, and 20 provided pursuant to this Agreement (collectively referred to as “Notices”) shall be in writing (English language) and sent:

(a)	by overnight courier service (DHL, Federal Express or UPS) with delivery receipt, and shall be effective on the date which such Notice is sent;
(b)	by registered or certified mail, return receipt requested, and shall be effective on the date which such Notice is deposited, properly addressed in a U.S. or other national post office, with postage prepaid; or
(c)	by e-mail – which shall be effective on the date when such Notice is sent and confirmed as received with no-bounce back and a follow-up telephone call.

11.2 Address

Except as otherwise provided herein, all such Notices to GE and to LICENSEE shall be sent to the address given on the first page hereof, unless amended as provided hereafter. All notices of breach of this Agreement by LICENSEE or requests for assurance of due performance or for information under Section 20.4 shall be addressed to the Chief Executive Officer (CEO). Either party may change its address for payment, notice, or otherwise by notifying the other in writing.

11.3 Actual Notice

LICENSEE and GE agree that service of any Notice is also effective if and when an officer of the party to receive notice actually receives a copy of the written or emailed notice.

12. THIRD PARTY INFRINGEMENTS

12.1 Infringements of the Mark

LICENSEE shall promptly notify GE in writing of all third party infringements of, or unlicensed use of, marks or designs confusingly similar to the Mark of which it becomes aware. GE shall have the sole and exclusive right to determine whether or not action shall be taken due to or against such infringements or to otherwise terminate such infringements. LICENSEE shall have no right to make demands or claims, institute suit, give notices, effect settlements, or take action on account of such infringements. All sums recovered from such others as a result of such lawsuit, notice, or other action shall be retained solely and exclusively by GE.

12.2 LICENSEE’s Duty Not to Infringe

LICENSEE shall not knowingly infringe third party Intellectual Property rights by the sale of Licensed Products and shall promptly notify GE of all claims by third parties to LICENSEE involving infringement of such Intellectual Property rights of which it becomes aware.

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13. PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

13.1 Acknowledgment of GE’s Full Rights in Its Mark

LICENSEE acknowledges GE’s exclusive right, title, and interest in and to the Mark, and LICENSEE will not act, either directly or indirectly, to contest the validity of, injure, or discredit the Mark. Except as agreed by GE, LICENSEE shall not register, seek to register, use, or display the Mark in such a way as to create the impression that the Mark belongs to LICENSEE.

13.2 Use of Mark for Benefit of GE

LICENSEE agrees that any and all uses by LICENSEE of the Mark shall inure to the benefit of GE.

13.3 No Claims to Similar Marks

LICENSEE shall not make unlicensed use of, or apply for registration, of a trademark or a service mark confusingly similar to the Mark.

13.4 Assistance in Protecting the Mark

LICENSEE agrees to assist GE in procuring registration of licenses required by local law and other actions for the protection of the Mark and protecting GE’s rights therein. Toward that end, LICENSEE agrees to cooperate with GE in the requested filings and the prosecution of trademark, service mark, and copyright applications GE may desire to file and in the conduct of litigation relating to the Mark. LICENSEE shall supply to GE such samples, containers, labels, sales information, and similar material and, upon GE’s request, shall procure evidence, give testimony, and cooperate with GE as may reasonably be required in connection with such application or litigation.

13.5 Foreign Registration of the Mark

At LICENSEE’s request, GE agrees to use commercially reasonable efforts, in its best judgment, to obtain trademark registrations for the Mark in countries in which GE determines, in its reasonable discretion, a commercially viable market for Licensed Products exists or can be developed.

13.6 Sample Invoices

LICENSEE shall, upon GE’s request, provide GE a duplicate original of each of the first three (3) invoices for shipments for sale of each category the Licensed Products in intrastate, interstate, or international commerce.

13.7 Nonuse of Mark to Identify Licensee

LICENSEE shall not use the Mark or translations thereof, or marks confusingly similar thereto, as part of its corporate name or trade name.

13.8 Application of Mark and Noting of License

LICENSEE shall mark each Licensed Product in the same manner as the approved pre-production or production samples or in such manner reasonably specified by GE in writing. LICENSEE shall display the Mark on all Licensed Products Sold in each country. All marketing, advertising, promotional and packaging materials produced shall bear the marking: “GE is a trademark of The General Electric Company. Manufactured under trademark license” or such other reasonable marking as GE shall direct from time to time. In addition, all Licensed Products shall be marked as required by local law, or within a reasonable time if otherwise required by GE.

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13.9 Customer Support Information

LICENSEE shall place its own name or identifying mark, toll-free customer support telephone number and website information (e.g. website address) on the Licensed Products or on its packaging and instruction manuals in a manner reasonably approved by GE in writing so that the source of the Licensed Products can be readily identified. LICENSEE shall pay all costs and expenses related to customer support and call centers. Further, LICENSEE acknowledges and agrees that only authorized GE and LICENSEE personnel may contact customers.

13.10 Preserving Integrity of Mark

Unless authorized by GE in writing or in this Agreement, LICENSEE shall not:

(a)	use, or permit the use of, trademarks or identification other than the Mark upon Licensed Products, packaging, labeling, and promotional, and advertising materials, except as required by Section 13.9 or as approved in accordance with Sections 5 and 7;
(b)	include or permit the inclusion of its or another’s name or that of other persons or entities in close proximity with the name GE (e.g., “GE by LICENSEE”) or the Mark in advertising, display, product inserts, packaging, promotional copy, and other associated materials or on the Licensed Products;
(c)	display, sell, market, distribute, or advertise non-Licensed Products in a manner that suggests an association with the Licensed Products; or
(d)	knowingly infringe third party Intellectual Property rights by the sale of Licensed Products and shall promptly notify GE of all claims by third parties to LICENSEE involving infringement of such Intellectual Property rights of which it becomes aware. To this end, LICENSEE agrees to perform adequate Intellectual Property clearance for each Licensed Product as directed by GE.

13.11 Equitable Relief

LICENSEE agrees that the Mark possesses special, unique, and extraordinary characteristics, which make difficult the assessment of the monetary damage that GE would sustain by unauthorized use of the Mark and that GE may suffer irreparable injury by such unauthorized use of the Mark. LICENSEE agrees that injunctive and other equitable relief may be appropriate in the event of a breach of this Agreement by LICENSEE, provided, however, that such relief shall not exclude other legal remedies otherwise available. The Parties agree that in any such action, GE shall not be required to post a bond within the US or Canada only.

13.12 Confidential Information

For the Initial Term (and Renewal Term(s), if any) of this Agreement and five (5) years thereafter, each party agrees to take reasonably necessary steps to protect the other party’s Confidential Information, as defined below, with at least the same degree of care that the receiving party uses to protect its own confidential and proprietary information of like kind, but in no event less than reasonable care. The receiving party shall be responsible for any breach of this Section 13.12 by it, its agents, representatives, or affiliates. At termination or expiration of this Agreement, the receiving party shall either return any Confidential Information to the disclosing party or destroy any Confidential Information and certify to the disclosing party the destruction of such Confidential Information, except to the extent that such Confidential Information is required by the receiving party in connection with any provision of this Agreement extending beyond termination or expiration. The termination or expiration of this Agreement shall not end a party’s obligations regarding Confidential Information which constitutes “trade secrets” under applicable law, which shall remain in place for so long as such information remains a “trade secret.” If a party receives legal advice or a court order that disclosure of any Confidential Information is required by law, then it may make such disclosure after first providing the other party with reasonable notice so that the disclosing Party may have an opportunity to seek protective relief from such disclosure.

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13.13 Definition of Confidential Information

“Confidential Information” means all technical and business information that is: (a) disclosed in printed or electronic form and marked as “proprietary” or “confidential” or other substantially similar language; or (b) orally or visually disclosed and promptly reduced to writing, delivered to the receiving party, and marked as “proprietary” or “confidential” or other substantially similar language. Confidential Information shall not include any information, whether oral or written that: (i) was already in the possession of the receiving party prior to the receipt of the information from the disclosing party without restriction on its use or disclosure; (ii) is or becomes available to the general public through no act or fault of the receiving party; (iii) is rightfully disclosed to the receiving party by a third party without restriction on its use or disclosure; or (iv) is independently developed by employees and/or consultants of the receiving party who have not had access to the disclosing party’s Confidential Information; or (v) is disclosed to the receiving party after receipt of a written notice to the appropriate address stated above that the receiving party does not desire any further Confidential Information.

14. REPRESENTATION AND WARRANTIES AND OWNERSHIP OF INTELLECTUAL PROPERTY

14.1 Merchantability and Fitness

LICENSEE represents, warrants and covenants that the Licensed Products shall be merchantable and fit for the purpose for which they are intended as provided in the express warranty provided with Licensed Products. LICENSEE may disclaim the foregoing representations to its user or its purchaser to the extent permitted by law, but not to GE.

14.2 Compliance with Laws

LICENSEE represents, warrants and covenants that the Licensed Products manufacturing, packaging, marketing, sales, display and distribution shall meet or exceed all applicable national, federal, state, and local laws, rules, regulations, and ordinances, and any additional requirements imposed by GE that are described or referenced in, or arise out of, this Agreement, pertaining to such products or activities including, but not limited to, those relating to product safety, quality, labeling, price fixing, environmental and, subject to Section 13.10(c), Intellectual Property. LICENSEE agrees that it will not manufacture, package, market, display, sell, or distribute any Licensed Products or cause any Licensed Products to be manufactured, packaged, marketed, displayed, Sold, or distributed in violation of any such applicable national, federal, state, and local laws, rules, regulations, ordinances, and including without limitation, disposal, environmental and hazardous waste laws, and any additional requirements imposed by GE that are described or referenced in, or arise out of, this Agreement.

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14.3 No Child Labor

LICENSEE represents, warrants, and covenants that it shall not encourage or knowingly use child, indentured, prison or any other form of involuntary labor, and to the best of its knowledge, that it shall not engage any Vendor (or Sub-Tier Vendor) that engages in such activities. The term “child” or “children” refers to a person younger than sixteen (16) regardless of the applicable local legal minimum age for employment. LICENSEE, Vendors, Sub-Tier Vendors, and prospective Vendors (and Sub-Tier Vendors) shall be required to respond promptly and fully to all GE inquiries as to use of such labor. The identification of the use of child, involuntary, indentured or prison labor will result in LICENSEE immediately working with Vendor (or Sub-Tier Vendor) to achieve compliance or termination of dealings between LICENSEE and said Vendor (or Sub-Tier Vendor) if compliance is not promptly achieved. LICENSEE shall use reasonable commercial efforts to pass through these requirements in Section 14.3 to all Sub-Tier Vendors. In the event that a Sub-Tier Vendor is determined to be non-compliant, LICENSEE shall immediately work either directly or with the Vendor to achieve compliance with said Sub-Tier Vendor. If compliance is not promptly achieved, LICENSEE shall terminate direct dealings and/or demand termination of Vendor dealings with said Sub-Tier Vendor.

14.4 Fair Employment

It shall be LICENSEE’s sole responsibility to ensure that persons involved in LICENSEE’s business activities relating to the manufacture, production, marketing, sale, display and distribution of Licensed Products are not working in violation of applicable law, and are provided a fair employment opportunity, protection of their basic human rights, and a clean working environment as free as practicable from health and safety hazards. LICENSEE represents and warrants that it will conduct its business activities in accordance with these policies and will put similar language in its agreements with its Vendors, Sub-Tier Vendors, distributors, and agents on a commercially reasonable basis going forward. It is understood that GE assumes no liability for acts that may be inconsistent with the above-stated policies of Section 14.3. GE reserves the right, in its sole discretion, to make inquiries and to make inspections upon ten (10) business days notice. GE is not an employer of LICENSEE or LICENSEE’s Vendors, Sub-Tier Vendors, distributors, or agents. LICENSEE shall report to GE any circumstances, claims, or allegations that are inconsistent with the above-stated policies of Section 14.3.

14.5 Vendor and Sub-Tier Vendor Compliance Assurances

Subject to terms in Section 5, LICENSEE or its designee will from time to time assess and ensure through on site inspections and audits (using LICENSEE’s procedures and methods agreed to by GE and LICENSEE) that its and all Vendors’ manufacturing facilities producing Licensed Products and all Sub-Tier Vendors’ manufacturing facilities producing components for Licensed Products comply with applicable local and other legal requirements relating to labor, environment, health and safety (“EHS”). Said audits and inspection will cover, at a minimum, the manufacturing site’s business processes, labor practices, wage and work hour compliance, worker living conditions (where worker housing is provided), EHS systems, EHS performance, and working conditions. Formal records of these audits will be maintained by LICENSEE. In addition to such audits, LICENSEE will procure and maintain on file its legally required certifications and those from its Vendors (and Sub-Tier Vendors) (for all their manufacturing sites) attesting to their compliance to applicable local and other legal requirements. LICENSEE agrees that no Vendor or Sub-Tier Vendor shall produce any Licensed Products or any components used in Licensed Products in any facility in Myanmar (Burma) or in any other country that is subject to sanctions by the United States Government (or any agency, department, body, commission, or other entity or subdivision of such Government). With respect to any country that was subject to sanctions on or after the Commencement Date and subsequently has all such sanctions removed, GE shall determine, in its sole discretion, whether Licensed Products may be produced in such country.

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14.6 Access to LICENSEE, Vendors, and Sub-Tier Vendors

During the Initial Term (and Renewal Term(s), if any) of the Agreement and for three (3) years thereafter, LICENSEE shall provide, and shall obtain from Vendors and Sub-Tier Vendors on a commercially reasonable basis at GE’s request, full and complete access during normal business hours to the manufacturing sites, offices, books and records for purposes of auditing any performance (including without limit employee screening and environmental compliance) required under this Agreement. In addition to providing access to LICENSEE’s, Vendors’, and Sub-Tier Vendors’ facilities and records, LICENSEE shall ensure that GE will receive contemporaneous copies of any and all documents GE requests relating to LICENSEE’s, Vendors’, and Sub-Tier Vendors’ compliance with EHS, quality, ethics, or other reviews permitted to be conducted by or for GE under this Agreement that relate in any way to the Licensed Products or components thereof being produced by such party.

14.7 Ethics Compliance

In carrying out this Agreement, LICENSEE, and to the best of LICENSEE’s knowledge its Vendors (and Sub-Tier Vendors) and their employees shall comply with: (a) all applicable laws of any country, state, province or locality in which it operates, including, without limitation, laws and regulations regarding anti-money laundering, price fixing, illegal payments, gifts and gratuities, customs and taxes; (b) the Foreign Corrupt Practices Act of the United States; and (c) the requirements and principles of General Electric Company’s Policies (“Polices”) as set forth in the document titled “Integrity: The Spirit & Letter of Our Commitment,” website reference http://www.ge.com/files_citizenship/pdf/TheSpirit&TheLetter.pdf relating to business practices generally (including anti-bribery), standards of conduct for transactions with governments, and GE’s policy restrictions with regard to international trade controls, receipt of copies of such are hereby acknowledged. Such compliance includes (but is not limited to) the obligation not to pay, offer or promise to pay, or authorize the payment directly or indirectly of any money or anything of value to any person (whether a government official, private individual, or corporation) for the purpose of illegally or improperly inducing or rewarding any favorable action by a governmental official or a political party or official thereof or private individual or corporation to make a buying decision or illegally or improperly to assist LICENSEE in obtaining or retaining business, or to take any other action favorable to LICENSEE.

14.8 Enforceability and Related Warranties

LICENSEE further represents and warrants to GE that:

(a) LICENSEE and each of its affiliates to which the license in the Agreement is extended are duly organized, validly existing and in good standing under the laws of the applicable state of incorporation and are duly qualified to transact business as a foreign corporation in each state, country or other jurisdiction in which its activities in the performance of this Agreement make such qualification necessary, except where the failure to be so qualified could not be cured or substantial steps to achieve a cure could not be made within ninety (90) days notice to LICENSEE of such necessity.

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(b)	LICENSEE and each of its affiliates is not now, nor ever has been, under investigation by the U.S. Department of Justice, or any other governmental agency, nor has LICENSEE or any of its affiliates been subject to civil or criminal penalties.
(c)	LICENSEE’s execution, delivery and performance of this Agreement has been duly authorized, this Agreement has been duly executed by LICENSEE and this Agreement constitutes a legal, valid and binding obligation of LICENSEE, enforceable in accordance with its terms.
(d)	The execution, delivery and performance of this Agreement by LICENSEE does not and will not: (i) violate or conflict with the articles of organization or limited liability company agreement of LICENSEE; (ii) violate or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement, contract or instrument to which LICENSEE is a party or by which LICENSEE is or may be bound, or give rise to a right of termination or accelerate the performance of any obligations thereunder, or constitute a default which has not been waived thereunder, or result in the creation or imposition of any lien, claim, charge, encumbrance or restriction of any nature whatsoever upon or against LICENSEE or any of the assets, contracts or business of LICENSEE; or (iii) violate any order, writ, injunction, decree, law, rule or regulation applicable to LICENSEE. Nothing in this Section is intended to prohibit any party from making mandatory business filings.

14.9 Nonassignment

Except as provided in Section 2.5, LICENSEE shall not assign, extend, sublicense, convey, pledge, encumber, or otherwise dispose of this Agreement or rights or interest hereunder without the prior written consent of GE. This Agreement may be assigned by GE upon Notice to LICENSEE. GE acknowledges and agrees, however, that any such assignment by GE shall not affect LICENSEE’s rights under this Agreement and they shall remain in full force and effect.

14.10 GE Trademark Warranty

To GE’s knowledge, LICENSEE’s use of the Mark in accordance with this Agreement will not infringe the trademark and/or service mark rights of third parties. GE agrees to deliver to LICENSEE instruments or documents LICENSEE may reasonably request to confirm or establish LICENSEE’s rights under this Agreement.

14.11 Mark Not To Be Cheapened

LICENSEE shall not use the Licensed Products for mass giveaways or for similar methods of merchandising without the prior written consent of GE.

14.12 Rights to Patents and Other Rights

Any patents or protectable functional or utilitarian articles of manufacture, designs, ideas, concepts, and technology that LICENSEE owns or develops in connection with the Licensed Products shall be retained by LICENSEE after the expiration or termination of this Agreement. Any other intellectual property, including, but not limited to any artwork or other materials (and the ideas embodied therein) conceived under or resulting from this Agreement which LICENSEE develops or creates (or had developed or created by any third party) for Licensed Products after the Commencement Date of this Agreement, including but not limited to copyrighted or copyrightable materials, non-functional or ornamental product designs (e.g., body shells), industrial designs, packaging designs, graphical user interfaces, trade dress, ideas, concepts and the like, and trademarks, trade names, service marks and service names or the like, whether developed by LICENSEE or on behalf of LICENSEE (all collectively referred to as the “Work Product”), are or shall become the exclusive property of GE. GE shall be free to use such Work Product in any manner it chooses, without payment of further consideration. LICENSEE agrees to assign, transfer and set over to GE all rights, title and interest in such Work Product whether now known or hereafter devised. Specifically, but not to limit the above, LICENSEE assigns to GE, its successors and assigns, worldwide exclusive ownership of, and right, title and interest in all rights to such Work Product, recognizes such Work Product as “work-for-hire” under U.S. copyright laws, and will take all steps necessary to protect such copyrights on behalf of GE. LICENSEE agrees to obtain the proper and necessary written releases or other agreements from its employees and/or independent contractors and Vendors (and Sub-Tier Vendors) who develop such Work Product and provide GE with a copy of such release or other agreements.

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If LICENSEE desires to develop any different design for any mark, symbol, logo, character or other element included within the Mark, it shall first obtain GE’s written approval. Any such design shall be added as a Mark, provided GE shall own all the rights in such new design, and LICENSEE shall execute such documents as may be required to assign such rights to GE. All uses thereof and rights thereto shall inure to the exclusive benefit of GE. GE may register and protect the same in its own name, as it deems necessary or appropriate.

15. DISCLAIMERS

15.1 GE Non-Responsibilities

Nothing in this Agreement shall be construed as:

(a)	a warranty or representation by GE that anything made, used, displayed, Sold, or otherwise disposed of by LICENSEE under license granted in this Agreement is or will be free from the rightful claim of third parties by way of infringement or the like, except as specifically provided herein;
(b)	a requirement that GE shall file or prosecute trademark applications, secure copyrights, or maintain trademarks, service marks, or copyright registrations in force or notify LICENSEE of actions or failures to act with respect to applications or renewals; except as specifically provided herein in Section 13.5;
(c)	an obligation that GE bring or prosecute actions or suits against third parties for infringement or the like; or
(d)	granting by implication, estoppel, or otherwise, licenses or rights under Intellectual Property rights of GE other than to the Mark.

15.2 GE Disclaimer

Except as specifically provided herein, GE makes no representations, extends no warranties, either express or implied, and assumes no responsibilities whatsoever with respect to use, sale, or other disposition by LICENSEE or its customers or other transferees of Licensed Products.

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15.3 Limitation on Liability

Except for liability for indemnification expressed herein, and liability for willful actions, neither party’s total liability whether based on claims founded in contract, warranty, tort (including without limitation negligence), strict liability or otherwise shall exceed the amount of cumulative royalties paid or payable under this Agreement. In no event, whether in contract, warranty, tort (including without limitation negligence), strict liability or otherwise, shall either party be liable for special, incidental, exemplary, punitive or consequential damages, including without limitation, loss of profit or revenue, loss of use of equipment or other property, cost of capital, cost of substitute goods, facilities, or services, downtime costs, or claims of customers for damage or loss of property.

15.4 Limitation on Other Intellectual Property Rights Licensed

LICENSEE acknowledges that this Agreement only pertains to the Mark and does not include a license or any other rights to any other Intellectual Property including without limitation patents or copyrights.

16. CANCELLATION

The Parties understand that GE, its subsidiaries, affiliates, and authorized dealers of the foregoing use the Mark that is the subject of this Agreement to advance and promote GE equipment and other product sales, and that GE has a paramount obligation to preserve its ability to so use such Mark. Should GE’s trademark counsel render a legal opinion that concludes that use of the Mark becomes threatened as a result of a claim by a third party, or a rule, regulation, or policy of governmental administrative agencies, then GE’s and LICENSEE’s respective trademark counsel shall negotiate in good faith an amendment to this Agreement that modifies this Agreement only to the extent reasonably necessary to address the legal issue arising out of such third party claim or rule, regulation, or policy of a governmental administrative agency. Such good faith amendment shall not create any new legal, moral, or financial obligation to LICENSEE or third parties. In the event that, as a result of such amendment, LICENSEE has Licensed Products that it cannot sell, LICENSEE shall be permitted to remove the Mark and all other GE-identifying information (subject to applicable law) and dispose of such inventory in a commercially reasonable manner. In the event the parties cannot agree on a good faith amendment, the parties agree to seek a decision from an arbitrator in accordance with Section 21.

17. FORCE MAJEURE

The Parties shall not be liable for failure of performance hereunder if occasioned by war, declared or undeclared; fire; flood; interruption of transportation; embargo; accident; explosion; inability to procure or shortage of supply and materials, equipment, or production facilities; prohibition of transportation of the Licensed Products; governmental order, regulations, restrictions, priorities or rationing; or by strike, lockout, or other labor troubles interfering with the production or transportation of such goods or with the supplies of raw materials entering into their production; or other cause beyond the control of the Parties. Suspension of performance by reason of this Section shall be limited to the period and the portion of the Licensed Territory during which and in which such cause of failure exists, but such suspension shall not affect the running of the Initial Term (or Renewal Term(s), if any) of this Agreement. If a material force majeure event continues for longer than one (1) year that materially adversely affects LICENSEE’s ability to manufacture and sell the Licensed Products, either party shall be permitted to terminate the Agreement to the extent required by the nature of the event (e.g., a material force majeure event in one portion of the Licensed Territory permits a party to terminate the Agreement for that affected area, but not for the entire Licensed Territory).

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18. NO WAIVER

A failure by GE to enforce any of the provisions of this Agreement or rights or remedies with respect thereto, or to exercise election therein provided, shall not constitute a waiver of such provision, right, remedy, or election or affect the validity thereof or of this Agreement. The exercise by GE of its rights, remedies, or elections under the terms of this Agreement shall not preclude or prejudice GE’s rights to exercise at another time the same or other right, remedy, or election it may have under this Agreement. The rights of termination provided in this Agreement are in addition to other rights, remedies, or elections GE may have with respect to this Agreement, including the right to sue for breach without terminating.

19. MISCELLANEOUS

19.1 No Agency

Nothing in this Agreement or anything done by either party in the discharge of its obligations hereunder shall be deemed to constitute either party the agent of the other or give rise to any fiduciary duties. Nothing contained herein shall be deemed to preclude or impair rights that GE may have as a creditor in a bankruptcy proceeding.

19.2 Complete Agreement

This writing constitutes the final and entire agreement between the Parties hereto relating to the subject matter of this Agreement, and no term or provision of this Agreement shall be varied or modified by prior or subsequent statements, conduct, or acts of either of the Parties. All Attachments referenced herein are incorporated as part of this Agreement.

19.3 Modifications

Amendments to this Agreement must be in writing, specifically refer to this Agreement, and be executed by both Parties in the same manner as this instrument, except that GE may unilaterally amend this Agreement relating to the representation of the Mark provided it acts reasonably. This Agreement and the provisions contained herein apply with respect to Licensed Products and supersedes previous agreements regarding the Licensed Products. Furthermore, the Parties acknowledge they have entered into this Agreement knowingly and with advice of counsel, and they did not rely on representations of the other party which, if made, are superseded by this Agreement.

19.4 Captions

The captions for each Section have been inserted for the sake of convenience and shall not be deemed to be binding upon the Parties for the purpose of interpretation of this Agreement. Any approvals or reviews under this Agreement shall be made for the convenience of the approval/reviewing party and shall not shift any obligations under this Agreement.

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19.5 Governing Law

The terms and provisions of this Agreement shall be interpreted in accordance with and governed by the laws of the State of New York, USA, excluding the conflict of laws portion thereof. LICENSEE consents to jurisdiction for disputes hereunder between the Parties to be in New York City, New York, U.S.A. Each Party knowingly, voluntarily and with advice of counsel irrevocably waives its right to a jury trial in any proceeding involving this agreement, the licEnsed products or the relationships between the parties.

19.6 Attorneys Fees

In the event of any litigation arising out of this Agreement, the losing party shall reimburse the prevailing party for all reasonable expenses, legal fees, and costs incurred by it to enforce or defend its rights and duties provided in this Agreement or to obtain recovery or other remedy for its breach.

19.7 Confidentiality of Agreement

The Agreement, the provisions of this Agreement and communications regarding the Agreement shall constitute Confidential Information. Unless otherwise required by law, this Agreement shall not be disseminated or distributed outside the management, accounting, and/or legal counsel of either party or any affiliates without the prior written consent of the other party, which consent shall not to be unreasonably withheld.

19.8 No Partnership

Nothing contained in this Agreement is intended or shall it be construed to constitute or create a partnership, joint venture, franchise relationship, or formal business, or to constitute an employee/employer or principal/agent relationship; it being intended that the relationship of GE and LICENSEE shall at all times be that of licensor and licensee respectively. LICENSEE acknowledges and agrees that persons hired or engaged by LICENSEE in the manufacture, distribution, or sale of Licensed Products are in no way to be considered employees, agents, servants, or independent contractors of GE.

19.9 Counterparts

This Agreement may be executed in counterparts and via facsimile with confirmation of transmittal. Each executed counterpart shall be deemed to be an original and the counterparts together shall constitute one and the same instrument. This Agreement shall not become effective or be binding on Licensor until signed by an Officer or authorized Manager of Licensor.

20. TERMINATION AND EXPIRATION

20.1 Termination by GE for Breach

In addition to the provisions in Section 4 pertaining to expiration of the Term, either party shall have the right, without prejudice to other rights it may have, to terminate this Agreement upon a Material Breach that remains uncured for forty-five (45) calendar days after Notice by the terminating party. A Material Breach by LICENSEE may include, but is not limited to, the following:

(a) failure to follow license limitations in Section 2 or payment requirements in Section 3;

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(b)

failure to produce Licensed Products as agreed in Section 5, to meet performance, advertising, and marketing approval commitments in Sections 6 and 7, to meet the reporting and auditing commitments in Sections 8, 9, and 14, to provide indemnity and insurance as provided in Section 10, to meet the intellectual property-related commitments in Sections 7, 12, 13, and 14, or to meet the social responsibility and ethics commitments in Section 14; and

(c)

an assignment that does not comply with limitations in Section 14 or an assignment for the benefit of creditors or a voluntary or involuntary bankruptcy event not promptly dismissed.

20.2 Immediate Termination for Breach

Notwithstanding the above or anything to the contrary in this Agreement, with respect to breach of Section 14.3 (child labor laws), Section 14.7 (ethics compliance), Section 14.8 (warranties), Section 2.5 (assignment) and Section 20.1(c) (bankruptcy), there shall be no Cure Period, and GE shall have the right to immediately terminate this Agreement in its entirety or with respect to certain Licensed Products. GE may also terminate in whole or in part after three notices of termination for Material Breach during the Initial Term (or Renewal Term(s), if any) even if those Material Breaches have been remedied.

20.2.1 Termination for Sales Plan Performance

By October 1^st of each Contract Year, LICENSEE shall provide to GE, by product category, a sales plan which is subject to GE’s approval. In the event that GE does not approve the sales plan, the parties will meet (by telephone or in person) to discuss LICENSEE’s basis for the plan, after which GE may reconsider its decision to approve the plan or a modified plan. If LICENSEE’s actual sales volume for a category is fifteen percent (15%) or more below the plan for two consecutive years, GE shall have the right exercisable at its discretion to terminate this Agreement upon the giving of one year’s prior written notice. In the event of termination of this Agreement pursuant to this provision, LICENSEE shall have the right to continue to receive Licensed Products into its inventory during such year.

20.3 Obligations Due on Termination

Upon termination (except for termination under Section 16 and Section 17) of this Agreement, all money owed pursuant to Section 3.3. for Royalties for the remainder of the Initial Term or Renewal Term(s), if any, of the Agreement (i.e., $1 million for each Payment Due Date through the remainder of the Initial Term or Renewal Term), shall become due and payable within thirty (30) days from the date the LICENSEE has received Notice of Termination. Upon termination or expiration of this Agreement, LICENSEE shall immediately discontinue the manufacture, sale, or distribution of all Licensed Products and the use of the Mark except as permitted in Section 20.11.

20.4 Partial Terminations

In the event GE has the right to terminate this Agreement as a result of a Material Breach by LICENSEE under Sections 20.1 or 20.2, or LICENSEE’s failure to provide adequate assurance under Section 20.5, then GE, at its sole discretion, may elect to terminate this Agreement only to the extent required by the nature of the breach. For example, in the event of a breach by LICENSEE involving a single Licensed Mark with respect to a single Licensed Product, GE may elect to terminate LICENSEE’s rights and licenses only with respect to the use of such single Licensed Mark on or in connection with such single Licensed Product. Also, in the event there is a breach by LICENSEE involving a single country, GE may elect to terminate LICENSEE’s rights and licenses only with respect to such single country.

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20.5 Adequate Assurances

If concerns arise with respect to LICENSEE’s ability to perform or with respect to LICENSEE’s actual performance of this Agreement, GE shall, in writing, request adequate assurance of due performance. If GE does not receive such assurance within forty-five (45) days after the date of its written request, the failure by LICENSEE to furnish such adequate assurance will constitute an incurable Material Breach of this Agreement, and GE may elect to terminate this Agreement, effective immediately. For the avoidance of doubt, this Section 20.5 does not limit a party’s right to terminate this Agreement pursuant to Section 20.1.

20.6 Change of Control of Licensee

If a third party, either alone or pursuant to an arrangement or understanding with one or more persons, directly or indirectly acquires more than fifty percent (50%) Control of LICENSEE, LICENSEE shall immediately give notice to GE, and GE shall have the right, without prejudice to other rights which GE may have, to terminate or amend this Agreement. “Control,” as used herein, means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of LICENSEE, whether through the ownership of voting securities, by contract, or otherwise.

20.7 Amendments to Deal with Extraordinary Claims

GE shall have the right to amend the license granted in this Agreement without liability to the extent necessary to settle a claim or lawsuit by a third party against GE or LICENSEE for infringement of any trademark, service mark or trade dress rights provided that GE obtains, at its expense, a written opinion from outside counsel that the claimant has a reasonable likelihood of success on the merits; or comply with a final lawsuit judgment in favor of such third party in such circumstances. In such case, no inventory sales of the Licensed Products that are in dispute shall be permitted provided, however, LICENSEE shall be permitted to remove the Mark and all other GE-identifying information (subject to applicable law) and dispose of such Licensed Products inventory in a commercially reasonable manner.

20.8 GE’s Right to Terminate if Successful Third Party Infringement Claim

GE may amend or terminate, to the extent necessary, the license(s) granted hereunder with respect to a Licensed Product that: (a) is the subject of a final non-appealable judgment of validity and infringement regarding any third party Intellectual Property right; (b) a claim for infringement, misuse, and/or misappropriation of Intellectual Property rights if, in GE’s reasonable judgment, such claim results in material harm to GE or its Mark; or (c) if LICENSEE fails to diligently pursue a defense of such third party claim (excluding claims involving the Mark).

20.9 Replacing Invalid Provisions

Should a portion of this Agreement be declared void or of no effect by a court of competent jurisdiction or by a duly authorized arbitrator, then the parties may mutually agree to substitute an alternative provision having a similar commercial effect, or waive such portion.

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20.10 Cessation of Use of Mark upon Termination

Upon termination or expiration of this Agreement, the license herein granted shall terminate and, except as specifically provided for herein, LICENSEE and LICENSEE’s receivers, representatives, trustees, agents, administrators, successors, or permitted assigns, shall immediately cease all use of the Mark. GE shall have the option to repurchase LICENSEE’s remaining inventory of Licensed Products or components for incorporation into Licensed Products, at LICENSEE’s cost as evidenced by invoices or other documentation. If GE elects to repurchase LICENSEE’s inventory pursuant to this Section, no royalty shall be owed by LICENSEE on such inventory Sold at cost.

20.11 Grace Period

To the extent that GE does not exercise its option to purchase inventory, for a Grace Period of one (1) year after termination or expiration, LICENSEE may sell Licensed Products that have been approved by GE and which are already manufactured and ready for sale prior to the date of termination, provided:

(a)	LICENSEE shall promptly stop all work in progress and not begin to manufacture or have manufactured any additional Licensed Products after receiving or sending notice of termination;
(b)	LICENSEE promptly gives GE a listing of remaining inventory of Licensed Products;
(c)	all payments then due are first made to GE;
(d)	such sales are in accordance with the terms of this Agreement;
(e)	to the extent legally permissible, Licensed Products shall not be included in bankruptcy auctions; and
(f)	Report and payments with respect to that period are made in accordance with this Agreement.

20.12 Final Payments, Final Inventory, Marked Tooling

All final reports and payments shall be made within twenty-five (25) days after the end of said Grace Period. Upon expiration of said Grace Period, and notwithstanding contractual obligations of LICENSEE to third parties, all remaining inventory of Licensed Products, including all components thereof that bear the Mark shall be, at GE’s election, either Sold to GE pursuant to Section 20.10 or destroyed (except as otherwise required by law) with evidence of such destruction to be given to GE. All LICENSEE tooling that is only used to manufacture Licensed Products shall be modified to the extent necessary so that future products manufactured by such modified tooling shall not be confusingly similar to the Licensed Products.

20.13 GE’s Creditors Rights

Nothing contained herein shall be deemed to preclude or impair any rights which GE may have as a creditor in bankruptcy proceedings.

20.14 Survival

Upon termination or expiration of this Agreement, all of LICENSEE’s obligations shall survive until the end of the Grace Period, if any. After the Grace Period, if any (or if none, upon termination or expiration of this Agreement), LICENSEE’s obligations as expressly set forth in Sections:

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3.	ROYALTIES Sections 3.1 – 3.8;
5.	PRODUCT QUALITY CONTROL: Sections 5.1 – 5.5, 5.7 – 5.16;
7.	ADVERTISING MATERIALS AND REQUIREMENTS: Sections 7.4 and 7.6;
8.	REPORTS AND RECORDS: Sections 8.1 – 8.3;
9.	VERIFICATION OF REPORTS AND RECORDS: Sections 9.1 – 9.4;
10.	INDEMNIFICATION AND INSURANCE: Sections 10.1 – 10.4;
11.	NOTICES: Sections 11.1 – 11.3;
13.	PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION: Sections 13.1 – 13.3, 13.7, 13.11 – 13.13;
14.	REPRESENTATION AND WARRANTIES AND OWNERSHIP OF INTELLECTUAL PROPERTY: Sections 14.1 – 14.7, 14.9 – 14.13;
15.	DISCLAIMERS: Sections 15.1 – 15.3;
18.	NO WAIVER: Section 18.1;
19.	MISCELLANEOUS: Sections 19.1 – 19.9;
20.	TERMINATION AND EXPIRATION: Sections 20.1 – 20.5, 20.8 – 20.16;
21.	DISPUTE RESOLUTION: Section 21.1; and
22.	ENVIRONMENTAL WASTE: Section 22

such others, which by their own specific terms are expressly effective thereafter, shall remain in full force and effect.

20.15 Equitable Relief

LICENSEE acknowledges that its failure to cease the manufacture, sale, or distribution of the Licensed Products or any class or category thereof at the termination or expiration of this Agreement (and any applicable Grace Period) may result in immediate and irreparable damage to GE and to the rights of any subsequent licensee of GE. LICENSEE further acknowledges and admits that there may be no adequate remedy at law for failure to cease the manufacture, sale, or distribution, and LICENSEE agrees that in the event of such failure, Licensed Products and related materials shall be deemed counterfeit, and GE shall be entitled to equitable relief by way of injunctive relief and such other relief as a court with jurisdiction may deem just and proper.

21. DISPUTE RESOLUTION

(a) All disputes, controversies and questions directly or indirectly arising out of or in connection with this Agreement or its subject matter (“Disputes”), shall be resolved finally and conclusively in accordance with this section, which shall be the sole and exclusive procedure for the resolution of any Dispute.

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(b) The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the matter has not been resolved within sixty (60) days after a party’s request for negotiation, either party may initiate arbitration as provided herein. Any Dispute, which has not been resolved as provided above, shall, at the request of either party, be finally settled by arbitration under the International Institute for Conflict Prevention & Resolution (“CPR”) Rules for Non-Administered Arbitration of Business Disputes in effect on the date of this Agreement, by an independent and impartial arbitrator jointly selected by the parties. If the parties cannot agree on an arbitrator, then CPR shall appoint a person whom it deems qualified to serve as the arbitrator. The validity of this arbitration provision, the conduct of the arbitration, any challenge to or enforcement of any arbitral award or order, or any other question of arbitration law or procedure shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. sections 1-16; however, the award can be modified or vacated on grounds cited in the Federal Arbitration Act or if the arbitration panel’s findings of facts are not supported by substantial evidence or the conclusions of law are erroneous under the laws of the State of New York. The place of arbitration shall be in Louisville, Kentucky. The federal and state courts located in the Commonwealth of Kentucky shall have exclusive jurisdiction over any action brought to enforce this arbitration provision, and each party irrevocably submits to the jurisdiction of those courts for that purpose. Notwithstanding the foregoing sentence, either party may apply to any court of competent jurisdiction, wherever situated, for enforcement of any judgment on an arbitral award.

(c) Except as time barred under any applicable statute of limitation of lesser duration, any claim by either party shall be time-barred unless the asserting party commences an arbitration proceeding with respect to such claim within two years after the cause of action has accrued.

(d) Notwithstanding any other provision of this Agreement, the parties expressly agree that before the first meeting of the arbitral tribunal, either shall have the right to apply to any state or federal court in Kentucky, or any other court that would otherwise have jurisdiction, for provisional or interim measures.

(e) Each party hereby consents to a single, consolidated arbitration proceeding of multiple claims, or claims involving more than the parties. The prevailing party or parties in any arbitration conducted under this paragraph shall be entitled to recover from the other party or parties (as part of the arbitral award or order) its or their attorneys’s fees and other reasonable costs of arbitration. The parties hereby mutually agree to waive to the extent permitted by law, trial by jury in any litigation in any court in connection with or arising out of this Agreement or the licensor-licensee relationship.

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22. ENVIRONMENTAL WASTE

LICENSEE shall, and shall cause its affiliates, agents, assigns, vendors and customers (collectively, the “Responsible Parties”), to comply with all federal, state and local laws and regulations in all territories that now or in the future apply to the collection, transportation, registration, disposal, recycling or other handling of all Licensed Products and their component parts (as defined below) whether disposed of by the Responsible Parties, a consumer or otherwise, and to pay all fees, expenses, levies, taxes or other amounts assessed, invoiced or otherwise charged (“Waste Fees”) in connection therewith. For the absence of any doubt, the Responsible Parties shall pay such Waste Fees even if the applicable laws and regulations require that the Waste Fees be the responsibility of, or assessed, invoiced or otherwise charged to GE. Without limiting the foregoing, LICENSEE shall itself do the following, and shall cause each of the Responsible Parties to do the following throughout the Initial Term (and Renewal Term(s), if any) of this Agreement and after its expiration: (i) pay Waste Fees for all Licensed Products that are currently or subsequently regulated by electronic waste recycling laws (“EWR Products”); (ii) notify retailers concerning EWR Products that must be recycled, if required by applicable law; (iii) cause the collection of Waste Fees at the point of sale for EWR Products, if required by applicable law; (iv) prepare and submit all reports required by regulatory authorities on the manufacture, sale, lease or licensing volume of such EWR Products; (v) properly inform consumers of disposal and recycling requirements and opportunities; (vi) pay and bear the expense of paying Waste Fees to the applicable authorities; (vii) notify the applicable authorities that the Responsible Parties, and not General Electric, are responsible for paying all Waste Fees and for complying with the electronic waste disposal and recycling requirements in effect at that time, even if the law or regulation states that the brand owner is responsible; (viii) comply with the electronic waste disposal and recycling requirements including, but not limited to, submitting any required disposal plans to the applicable authority and setting up collection and transportation services for the applicable EWR Products; and (ix) comply with any and all other requirements of the applicable federal, state, or local laws and regulations currently in effect or hereinafter enacted. LICENSEE shall be liable for any and all claims associated with failure to comply with such laws or regulations and hereby agrees to indemnify, defend, and hold harmless General Electric and its affiliates and its and their directors, officers, employees and independent contractors from claims that arise from such laws and regulations.

IN WITNESS WHEREOF, GE and LICENSEE have caused this Agreement to be executed, in duplicate, by their respective, duly authorized representatives on the dates indicated below.

“LICENSEE” SQL LIGHTING & FANS, LLC “GE” GE TRADEMARK LICENSING, INC.

By:	/s/ Rani Kohen	By:	/s/ Mark J. Wells
Name:	Rani Kohen	Name:	Mark J. Wells
Title:	CEO	Title:	GM Consumer Lighting
Date:	June 3, 2011	Date:	June 6, 2011

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT

TO

TRADEMARK LICENSE AGREEMENT

This FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“this Amendment”) is made this 17^th 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:

A. GE and Licensee entered into an agreement entitled TRADEMARK LICENSE AGREEMENT dated June 15, 2011 pursuant to which GE granted to Licensee a license to use the GE monogram logo and certain other trademarks as provided therein (the “Agreement”).

B GE and Licensee desire by this agreement entitled “FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT” (the “Amendment”) to amend the Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Capitalized terms used in this Amendment shall have the meanings given to such terms in the Agreement.

2. Section 4.1 of the Agreement is hereby amended to extend the expiration of Term from December 31, 2016 to December 31, 2017.

3. Section 3.3 of the Agreement is hereby amended to delete the royalty and payment information and replaced in its entirety with the following:

Royalty and Payment Schedule for Year 2011 & 2012

(Commencement Date through November 30, 2012)

Payment Due Date	Royalty
December 26, 2012	Five percent (5%) of Net Sales for the period from the Commencement Date through November 30, 2012

Royalty and Payment Schedule for Payment Base Years 2013 – 2017

Payment Due Date	2013	2014	2015	2016	2017
March 26	$0	$210,000 plus Calculated Additional Royalty	$280,000 plus Calculated Additional Royalty	$330,000 plus Calculated Additional Royalty	$360,000 plus Calculated Additional Royalty
June 26	$0	$420,000 plus Calculated Additional Royalty	$560,000 plus Calculated Additional Royalty	$660,000 plus Calculated Additional Royalty	$720,000 plus Calculated Additional Royalty
September 26	$0	$630,000 plus Calculated Additional Royalty	$840,000 plus Calculated Additional Royalty	$990,000 plus Calculated Additional Royalty	$1,080,000 plus Calculated Additional Royalty
October 30	$400,000	$0	$0	$0	$0
December 26	Calculated Additional Royalty	$840,000 plus Calculated Additional Royalty	$1,120,000 plus Calculated Additional Royalty	$1,320,000 plus Calculated Additional Royalty	$1,440,000 plus Calculated Additional Royalty

Net Sales Minimum for Payment Base Years 2013 – 2017

	2013		2014		2015		2016		2017
Net Sales Minimum	$	8,000,000	$	42,000,000	$	56,000,000	$	66,000,000	$	72,000,000

For each Payment Due Date, the “Calculated Additional Royalty” is calculated as follows:

● (Net Sales less the Net Sales Minimum from above table),

● Multiplied by 0.05,

● Less the amount of any prior payments of Calculated Additional Royalty during the Contract Year.

For purposes of the formula immediately above:

● If the foregoing calculation results in zero or a negative number, then the Calculated Additional Royalty due shall be zero.

● Net Sales is measured from December 1 of the prior Contract Year through the end of the month preceding the payment due date. (E.g., for the March 26^th payment, Net Sales are measured from December 1 through February 28/29; for the June 26^th payment, Net Sales are measured from December 1 through May 30; etc.)

2. Section 8.2 of the Agreement is hereby amended to delete the wire transfer information and replace it in its entirety with the following:

Account Title	[*]
Bank Name	[*]
Account No.	[*]
Treasury Code	[*]
Swift Code	[*]
ABA #	[*]

2

4. Attachment 1 to the Agreement is hereby amended to delete the definition of “Licensed Products” and replace it in its entirety with the following:

As used in this Agreement, Licensed Products shall mean the following products bearing the Mark: Safety Quick Light Devices, ceiling fans, ceiling fans with light kits, or light kits intended for use with ceiling fans that have or use a “safety quick light” device, which is an interlocking device for a quick connect/install of light fixtures and fans. For the avoidance of doubt, the “safety quick light” device includes, among others, two components: (a) a receptacle that is attached to the power supply and (b) a mating component that is attached to fans. The attachment of the first component to the power supply and the second component to the ceiling fan enables fast and safe installation.

5. The modifications to the Agreement set forth in this Amendment shall be effective as of the date first above written.

6. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement, including its appendices, remain in full force and effect.

IN WITNESS WHEREOF, GE and Licensee have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

“LICENSEE”		“GE”
SQL LIGHTING & FANS, LLC		GE TRADEMARK LICENSING, INC.
By:	/s/ Rani Kohen	By:	/s/ Songrong Tang
Name:	Rani Kohen	Name:	Songrong Tang
Title:	Chairman	Title:	VP – Trademark Operation
Date:	April 17, 2013	Date:	April 17th, 2013

3

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO

TRADEMARK LICENSE AGREEMENT

This SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“Amendment”) is made this 13 day of August, 2014 by and between SQL Lighting & Fans, LLC, a _______ limited liability company with a place of business at 3060 Peachtree Road, Suite 390, Atlanta, GA 30305, (“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:

A. GE and Licensee entered into an agreement entitled TRADEMARK LICENSE AGREEMENT, dated June 15, 2011, pursuant to which GE granted to Licensee a license to use the GE monogram logo and certain other trademarks as provided therein (“Agreement”).

B. GE and Licensee executed the FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT, dated April 17, 2013, pursuant to which the Parties amended Sections 3.3, 4.1, 8.2, and Attachment 1 of the Agreement.

C. GE and Licensee desire by this agreement entitled “SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT” (“Amendment”) to amend the Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Capitalized terms used in this Amendment shall have the meanings given to such terms in the Agreement.

2. Section 1.4 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

“1.4 “Contract Year” means each successive twelve (12) month period from December 1^st through November 30^th beginning on December 1, 2013. For example, Contract Year 2014 is December 1, 2013 through November 30, 2014.”

3. Sections 1.6 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

“1.6 “Expiration Date” means November 30, 2018 if this Agreement is not renewed and, if it is renewed, it means the last day of the last Renewal Term.”

4. Section 3.3 of the Agreement is hereby is deleted in its entirety and is replaced and superseded by the following text:

“Royalty and Payment Schedule for Through November 30, 2013

No royalties are due for periods prior to January 1, 2013. The aggregate royalties due for the period January 1, 2013, to November 30, 2013 shall be $400,000, and the parties acknowledge and agree that Licensee has paid such amount in full.

1

Royalty and Payment Schedule Beginning with Contract Year 2014

Royalties shall be owed to GE by Licensee for Contract Years 2014 and after shall be calculated according to the tiered structure below:

Net Sales in the Contract Year	Percentage of the Contract Year Net Sales Owed to GE1
First $50,000,000 of Net Sales in the Contract Year	7%
Next $50,000,000 of Net Sales in the Contract Year	6%
Net Sales in excess of $100,000,000 for the Contract Year	5%

Each Contract Year, Licensee shall make royalty payments according to the following schedule:

For Net Sales Made	Payment Due Date
December 1 through February 28/29	The following March 26
March 1 through May 30	The following June 26
June 1 through August 31	The following September 26
September 1 through November 30	The following December 26

Minimum Royalty Payment

The Term shall carry a royalty minimum of $12,000,000. If Licensee does not pay GE a total of at least $12,000,000 in cumulative royalties over the Term, the difference between $12,000,000 and the amount of royalties paid to GE is owed to GE by December 31, 2018.”

5. Section 4.1 of the Agreement is hereby amended to extend the expiration of Term from December 31, 2017 to November 30, 2018.

6. The modifications to the Agreement set forth in this Amendment shall be effective as of the date first above written (“Effective Date”).

7. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement, including its appendices, remain in full force and effect.

IN WITNESS WHEREOF, GE and Licensee have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

“LICENSEE”		“GE”
SQL LIGHTING & FANS, LLC		GE TRADEMARK LICENSING, INC.
By:	/s/ James R. Hills	By:	/s/ William D. Hickey
Name:	James R. Hills	Name:	William D. Hickey
Title:	President, CEO	Title:	GM NA Consumer Sales
Date:	8/13/14	Date:	8-13-14

¹ For example, should Licensee have sales totaling $75,000,000 during a Contract Year, then Licensee will owe a 7% royalty on the first $50,000,000 and a 6% royalty on the remaining $25,000,000.

2

EX-10.4

Exhibit 10.4

THIRD AMENDMENT TO

TRADEMARK LICENSE AGREEMENT

This THIRD AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“Amendment”) is made this 25th day of September, 2018 by and between SQL Lighting & Fans, LLC, a limited liability company with a place of business at 4400 North Point Parkway, Suite 265, Alpharetta, GA 30022, (“Licensee”) and GE Trademark Licensing, Inc., a Delaware corporation with a place of business at 1 Research Circle, Niskayuna, NY 12309, (“GE”) with reference to the following background:

A. GE and Licensee entered into an agreement entitled TRADEMARK LICENSE AGREEMENT, dated June 15, 2011, pursuant to which GE granted to Licensee a license to use the GE monogram logo and certain other trademarks as provided therein (“Agreement”).

B. GE and Licensee executed the FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT, dated April 17, 2013, pursuant to which the Parties amended Sections 3.3, 4.1, 8.2, and Attachment 1 of the Agreement.

C. GE and Licensee executed the “SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT”, dated August 13, 2014, pursuant to which the parties amended Sections 1.4, 1.6, 3.3, and 4.1 of the Agreement.

D. GE and Licensee desire by this agreement entitled THIRD AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“Amendment”) to amend the Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Capitalized terms used in this Amendment shall have the meanings given to such terms in the Agreement.

2. Section 1.4 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

“1.4 “Contract Year” means each successive twelve (12) month period from December 1^st through November 30^th beginning on December 1, 2018. For example, Contract Year 2019 is December 1, 2018 through November 30, 2019.”

3. Sections 1.6 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

“1.6 “Expiration Date” means November 30, 2023 if this Agreement is not renewed and, if it is renewed, it means the last day of the last Renewal Term.”

4. Section 1.24 of the Agreement is hereby deleted in its entirety and is replaces and superseded by the following text:

1.24 “Safety Quick Light Device” means a standard and/or a smart ceiling receptacle and a matching plug and an interlocking device with smart connected capabilities for a quick connect/install of ceiling fans. For the avoidance of doubt, the Safety Quick Light Device includes, among others, two components (a) a receptacle that is attached to the power supply, and (b) a mating component that can be attached to fans. The attachment of the first component to the power supply and the second component to a ceiling fan enables fast and safe installation.

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5. Section 3.3 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

For each year during the Initial Term and any Renewal Term and for any Grace Period, Licensee shall pay to GE the following Royalties:

In consideration for minimum royalties previously owed by Licensee under this Agreement, including those royalties owed by Licensee from 2014 to 2018, Licensee agrees to pay GE a non-refundable minimum royalty payment in the amount of Six Million US Dollars ($6,000,000). The payment shall be made in 3 installments according to the tiered payment structure below:

Minimum Royalty and Payment Schedule

Payment Due Date	Royalty
December 26, 2018	$	2,000,000
December 26, 2019	$	2,000,000
December 26, 2020	$	2,000,000

Royalties shall be owed to GE by Licensee for Contract Years 2019 and after shall be calculated according to the tiered structure below:

Royalty and Payment Schedule Beginning with Contract Year 2019

Net Sales in the Contract Year	Percentage of the Contract Year Net Sales Owed to GE1
First $50,000,000 of Net Sales in the Contract Year		7%
Next $50,000,000 of Net Sales in the Contract Year		6%
Net Sales in excess of $100,000,000 for the Contract Year		5%

Each Contract Year, Licensee shall make royalty payments according to the following schedule:

For Net Sales Made	Payment Due Date
December 1 through February 28/29	The following March 26
March 1 through May 30	The following June 26
June 1 through August 31	The following September 26
September 1 through November 30	The following December 26

¹ For example, should Licensee have sales totaling $75,000,000 during a Contract Year, then Licensee will owe a 7% royalty on the first $50,000,000 and a 6% royalty on the remaining $25,000,000.

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6. Section 4.1 of the Agreement is hereby amended to extend the expiration of Term from November 30, 2018 to November 30, 2023.

7. Attachment 2 of the Agreement is hereby amended to include the geographies of Asia, Europe (to the extent GE has the necessary trademark rights in geographies), China, Australia, New Zealand and India to the Licensed Territory.

GE retains the right to revoke the licensing rights granted in these newly added territories in Attachment 2 if Licensee fails to commercialize in these territories within 12 - months. Other countries may be added to the Licensed Territory by mutual agreement and subject to requirements of this agreement. Such additions will be subject to GE’s receipt of acceptable minimum sales volume plans. All countries may later be eliminated from the Agreement, at GE’s sole discretion and without providing opportunity to cure under Section 20.2.1, if Licensee’s sales volume is fifteen percent (15%) or more below the plan over a twelve month period. GE reserves the right to request Licensee to discontinue sales in any country(ies) if GE reasonably determines there is risk regarding the GE brand for selling such Licensed Product(s) in such country(ies)

8. The modifications to the Agreement set forth in this Amendment shall be effective as of the date first above written (“Effective Date”).

9. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement, including its appendices, remain in full force and effect.

IN WITNESS WHEREOF, GE and Licensee have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

“LICENSEE”		“GE”
SQL LIGHTING & FANS, LLC		GE TRADEMARK LICENSING, INC.
By:	/s/ John P. Campi	By:	/s/ Jean Testa
Name:	John P. Campi	Name:	Jean Testa
Title:	CEO	Title:	VP/ Assistant Secretary
Date:	9/25/2018	Date:	9/25/2018

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EX-10.5

Exhibit 10.5

FOURTH AMENDMENT TO

TRADEMARK LICENSE AGREEMENT

This FOURTH AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“Amendment”) is made this ____ day of May, 2019 by and between SQL Lighting & Fans, LLC, a limited liability company with a place of business at 4400 North Point Parkway, Suite 265, Alpharetta, GA 30022, (“Licensee”) and GE Trademark Licensing, Inc., a Delaware corporation with a place of business at 1 Research Circle, Niskayuna, NY 12309, (“GE”) with reference to the following background:

A. GE and Licensee entered into an agreement entitled TRADEMARK LICENSE AGREEMENT, dated June 15, 2011, pursuant to which GE granted to Licensee a license to use the GE monogram logo and certain other trademarks as provided therein (“Agreement”).

B. GE and Licensee executed the FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT, dated April 17, 2013, pursuant to which the Parties amended Sections 3.3, 4.1, 8.2, and Attachment 1 of the Agreement.

C. GE and Licensee executed the “SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT”, dated August 13, 2014, pursuant to which the parties amended Sections 1.4, 1.6, 3.3, and 4.1 of the Agreement.

D. GE and Licensee executed the “THIRD AMENDMENT TO TRADEMARK LICENSE AGREEMENT”, dated September 25, 2018, pursuant to which the parties amended Sections 1.4, 1.6, 1.24, 3.3, 4.1 and Attachment 2 of the Agreement.

D. GE and Licensee desire by this agreement entitled FOURTH AMENDMENT TO TRADEMARK LICENSE AGREEMENT (“Amendment”) to amend the Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Capitalized terms used in this Amendment shall have the meanings given to such terms in the Agreement.

2. Section 1.22 of the Agreement is hereby deleted in its entirety and is replaced and superseded by the following text:

1.22 “Replacement Part(s)”” means a replacement part specifically designed for any part of a Licensed Product, including replacement remote control devices used solely to control the Licensed Product.

3. The modifications to the Agreement set forth in this Amendment shall be effective as of the date first above written (“Effective Date”).

4. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement, including its appendices, remain in full force and effect.

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IN WITNESS WHEREOF, GE and Licensee have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

“LICENSEE”		“GE”
SQL LIGHTING & FANS, LLC		GE TRADEMARK LICENSING, INC.
By:	/s/ John P. Campi	By:
Name:	John P. Campi	Name:
Title:	CEO	Title:
Date:	8/27/2019	Date:

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EX-10.6

Exhibit 10.6

GE Licensing

Jean K. Testa

Associate General Counsel

1 Research Circle

Niskayuna, NY 12309

T [*]

[*]

December 1, 2020

VIA EMAIL

John P. Campi

Chief Executive Officer

Sky Technologies

4400 North Point Pkwy., Ste.265

Alpharetta, GA 30022

Email: [*]

Re: Re-Payment Plan for Trademark License Agreement Number between SQL Lighting & Fans, LLC (“SQL”) and GE Trademark Licensing, Inc. (“GE”), dated June 15, 2011 and all subsequent amendments (“the Agreement”)

Dear John:

This letter serves to memorialize GE’s and SQL’s discussions and mutual agreement related to a repayment plan for SQL’s overdue and outstanding royalties owed under Section 3.3 of the Agreement. Both parties acknowledge that SQL’s royalty payment obligation is $4.4M owed in accordance with table in Section 3.3 plus interest of $0.7M, as calculated in accordance with Section 8.4. These amounts are not in dispute.

GE and SQL acknowledge that SQL has undergone a significant shift in market strategy and products, and GE is willing to accept this repayment plan to remedy any outstanding royalties as well as to restructure any future royalties owed. The parties acknowledge GE will not exercise its rights under the Agreement at this time, including termination under Section 20.1 and cessation of use of the GE trademark under Section 20.10 provided SQL undertakes this repayment plan. However, GE reserves its rights, and all other rights afforded to GE under the Agreement and at law, if SQL does not comply with the below repayment plan on a timely basis.

GE is willing to offer the following terms to restructure and repay the amount owed, and subject to the Contingency Payments below:

Period	Quarterly Amount		Total Year Amount
November 2020 - December 2020	$	100,000	$	100,000
January 2021- December 2021	$	125,000	$	500,000
January 2022- December 2022	$	300,000	$	1,200,000
January 2023- December 2023	$	825,000	$	3,300,000

Payment Due Dates: The Quarterly Amount due in 2020 is due December 7, 2020. All subsequent Quarterly Amounts are due as follows: March 26 (first quarter), June 26 (second quarter), October 26 (third quarter) and December 26 (fourth quarter).

Contingency Payments: The repayment plan above assumes SQL does not receive any funding rounds. In the event SQL receives significant funding rounds of at least $50MM (fifty million dollars) after the date of this letter, SQL agrees to use a portion of such funding towards paying aged amounts of $2.4MM first and any excess amounts received shall be will be deducted from the later payments due under of the repayment plan.

Example: If SQL received funding in year 2021 in the amount of $50MM, SQL is obligated to pay GE the aged amount of $2.4M upon receipt of funding and the amount due in 2023 shall reflect this payment and only $900,000 will be due in 2023 (in 4 equal quarterly payments of $225,000).

Consequences for late payments: SQL’s failure to make timely payments under this repayment plan will result in a breach of contract and a demand notice for payment will be sent by GE. In the event that SQL does not pay the scheduled amount within 30 business days of notice, GE will be entitled to activate the termination-process per Section 20.1 of the agreement.

This Letter Agreement has been sent via email in accordance with Section 11.1 (c) of the agreement, will be considered confirmed as received with no-bounce back and a follow-up telephone call. Kindly promptly confirm receipt and call Tom Buccellato at [*] to confirm by phone.

If SQL this repayment plan acceptable, please provide your written approval by signing below and return to me by email.

Any further notices under the Agreement should be directed to:

General Electric Company

Attn: GE Licensing Associate General Counsel

1 Research Circle

Niskayuna, NY 12309

Email: [*]

Respectfully submitted,

Jean K. Testa

AGREED TO:

By:	/s/ John Campi
Title:	CEO

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EX-10.7

Exhibit 10.7

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

GE Technology Development, Inc.

and

SKY Technology, LLC

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into on June 14, 2019 (“Effective Date”) by GE Technology Development, Inc., a subsidiary of the General Electric Company and a corporation organized under Delaware State law, acting through its GE Licensing business unit (“Company” or “GE”), and SKY Technology, LLC (“SQL” and, together with the Company, “Parties”).

WHEREAS, SQL owns valuable technology and Intellectual Property (as defined below) in connection standard and smart electrical products including lighting and other products and connectors which are safe and easy to install and use;

WHEREAS, the Company leverages industry leading technology commercialization approaches to unlock value and accelerate growth by monetizing technologies and intellectual property through new business models into existing, adjacent or new markets;

WHEREAS, the Parties desire to enter into this Agreement to collaborate to identify, develop, and monetize technologies and intellectual property globally.

The Parties hereby agree as follows:

1) Definitions. The following terms in this Agreement have the following meanings:

a)	“Account Manager” means a Company representative for a respective Candidate or Program.
b)	“Business Champion” means an SQL representative for a respective Candidate or Program
c)	“Candidate” means an Intellectual Property or other licensing or technology commercialization opportunity that has been approved by SQL and that the Company intends to pursue.
d)	“Earned Revenue” means all payments, including all license fees, milestone payments, technology transfer fees (unless to the extent performed at cost) and royalty payments or other commercial value received by either Party
e)	“Intellectual Property” means all intellectual property and proprietary rights, including without limitation, all rights of inventorship and authorship, inventions, patents, patent applications (whether published or unpublished), and know-how for any product, process, method, machine, manufacture, design, composition of matter, or any new or useful improvement thereof, as well as rights in copyright, trademark, trade dress, service mark, trade secret, computer software, data, databases, design patents, design rights, and mask works.
f)	“Program” means a Candidate that has been approved by SQL to move into commercial discussions with potential customers or partners.
g)	“SQL Patents” means patents and patent rights owned by SQL, or which SQL has the right to license without a requirement to obtain consent or to pay any consideration to any other party (other than an affiliate), and such patents shall be identified in a SOW for a specified Program or Candidate.
h)	“Proprietary Information” means: (A) information which is disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) and identified in writing at the time of disclosure by an appropriate marking as Proprietary Information; (B) information transmitted orally where such information is understood, or considering the nature of the information should have been understood, by the Receiving Party to be confidential; and, (C) Technical Information obtained from SQL or produced by the Company or SQL during performance of this Agreement. Proprietary Information of GE includes information from affiliates of GE provided to SQL in connection with this Agreement. Proprietary Information of SQL includes information from affiliates of SQL provided to GE in connection with this Agreement.

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i)

“Statement of Work or SOW” means a written document executed by the Parties, in substantially the form as identified in Exhibit A, that outlines the specific details of a Candidate or a Program and modification, if any, to the Agreement relative to that specific SOW. Each SOW is governed by the terms of this Agreement. Any conflict between the terms of an SOW and this Agreement shall be resolved in favor of this Agreement except where the SOW expressly states that this Agreement is to be overridden.

j)

“Technical Information” means technical information and data, whether documented or undocumented, which would reasonably be considered proprietary to SQL, including all SQL design, manufacturing, assembly, and user maintenance information, drawings, performance/material/procurement specifications, methods, practices, electronic/computer files and software, as well as modifications, revisions, and improvements to these items by SQL. Technical Information excludes design standards, methods, processes, frameworks, practices, analyses, benchmarking information, know-how, databases, and computer software that are not specific to any Program that were developed by the Company prior to the Effective Date.

2)

License Management Arrangement. The Parties agree that Company shall exclusively manage all licensing and monetization of SQL Intellectual Property during the term of this Agreement solely with respect to the scope of a SOW, subject to Paragraph 13(a). SQL agrees to regularly engage with the Company to collaborate in reviewing its new and existing Intellectual Property and technology commercialization opportunities to identify Candidates that are potentially suitable for commercialization.

3)

Governance. For each Candidate and Program, SQL shall designate at least one Business Champion that has the requisite authority to negotiate and sign an applicable SOW on behalf of, and subject to approval by, SQL. The Business Champion and an Account Manager designated by the Company will manage the flow of information between SQL and the Company and share information regarding the Candidate or Program, financials, and related documents with the other Party upon request.

4) Services

a)	Services to be performed by the Company for SQL (“Services”) pursuant to this Agreement and associated SOWs include, but are not limited to, as appropriate, Intellectual Property assessment and evaluation, recommendations to amend and otherwise enhance current SQL patents and filings, commercially reasonable support in the defense and enforcement of SQL Intellectual Property, Candidate qualification, financial valuation and benchmarking, marketing strategy, IP strategy and monetization consultation, Program development and execution, deal origination, negotiation and execution, audit and contract administration and other related services.
b)	Upon designation of a Candidate (such designation always requiring SQL’s written approval), the Company shall undertake an evaluation and qualification process for a period of up to sixty (60) days (the “Candidate Qualification Process”) to determine the commercial viability of the Candidate. Upon the Company’s completion of the Candidate Qualification Process, it will inform the Business Champion of its findings. If the Candidate is not designated as a Program within such sixty (60) day period by both Parties, or any written extension thereto agreed between the Parties, such opportunity ceases to be a Candidate. Following the Candidate Qualification Process, if the Parties wish to further develop the opportunity, the Parties shall work together to agree on a commercial strategy and may make a decision on designating a Candidate as a new Program. This Agreement serves as SQL’s written approval of Candidate designation for the opportunities listed in Exhibit B.
c)	The Company shall use commercially reasonable best efforts to commercialize SQL Intellectual Property pursuant to one or more Programs each of which Programs shall be described in an SOW.
d)	The Company shall at least quarterly provide SQL with financial statements and status reports with respect to each Program.
e)	The Company will use commercially reasonable effots to audit a Licensed Program, as defned below, if and when Parties deem necessary, subject to the terms and conditions setting forth the audit rights with respect to the applicable Licensed Program.

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5) Compensation and Expenses.

a)	Costs. All costs and expenses normally associated with any Candidate Qualification Process or Program are to be undertaken by the Company and any exceptions shall be explicitly stated in the applicable SOW, or as mutually agreed by the Parties. In the event the Company encounters the need to incur significant costs and expenses associated with an applicable Candidate Qualification Process or Program that were not contemplated by the applicable SOW, the Parties shall mutually agree how to address such costs and expenses, including by amending the applicable SOW if necessary, in advance of the Company incurring such costs and expenses.
b)	Value Shares. Unless otherwise agreed by the Parties in the applicable SOW, when a Program is monetized by the licensing of Program technology and/or Intellectual Property by the Company on SQL’s behalf to one or more third parties (each, a “Licensed Program”), SQL shall receive [***] of any Earned Revenue realized from such monetization of the Program and the Company shall receive [***] of such Earned Revenue.
c)	Payment Terms

i)	Invoices. Within 15 days after the end of each calendar quarterly period, (i) with respect to Licensed Program for which SQL receives such Earned Revenue directly, SQL shall provide the Company with a financial sheet (A) itemizing the Earned Revenue generated by such Licensed Program during such quarterly period, and (B) the amount of the Company’s corresponding payment due from SQL with respect to such Licensed Program for such quarterly period; and (ii) with respect to each Licensed Program for which the Company receives such Earned Revenue directly, the Company shall provide SQL with a financial sheet (A) itemizing the Earned Revenue generated by such Program during such quarterly period, and (B) the amount of SQL’s corresponding payment due from the Company with respect to such Program for such quarterly period. Within 15 days after receipt of a financial sheet from the other Party, the receiving Party shall issue an invoice to the other Party for any sums due by the other Party.
ii)	Payments. SQL or the Company, as applicable, shall pay each such invoice within sixty (60) days after receipt thereof.
iii)	Recordkeeping and Audit. Each Party shall keep true and accurate records, files and books of accounts regarding all Earned Revenue received by it and containing all the necessary data reasonably required for the full computation and verification of the amounts owed and the information to be provided in the invoices to be delivered pursuant to this Section 5(c), and shall upon reasonable request and during regular business hours permit representatives of the other Party to inspect the same for the sole purpose of determining the amounts payable and due under this Agreement.

6) Candidate or Program Termination and Implementation Rights.

a) Termination of a Candidate. Notwithstanding anything in this Agreement, if SQL unilaterally elects to remove a Candidate from consideration at any time before the end of the sixty (60) day period set out in Section 4(b) (each, a “Terminated Candidate”), the Company may, within 30 days after such termination, submit to SQL an itemized summary of its actual costs and expenses incurred in connection with the Candidate Qualification Process with respect to such Terminated Candidate prior to such termination, and an associated invoice, and Company shall deduct an amount equal to such approved costs and expenses (as reflected in the invoice), from future Earned Revenue due to SQL.

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b)

Program Implementation. Upon the Parties’ execution of an SOW with respect to a Program, the Company will have the sole right to implement such Program for a period of 12 months, with a 12 month renewable period provided SQL extends SOW accordingly. If, within 12 months of execution of such SOW, the Company has executed a definitive revenue producing agreement with a third party relating to the applicable Program in line with the key commercial strategy agreed between the Parties, the Company shall continue to be the sole implementer of such Program.

c)

Termination of a Licensed Program. If SQL unilaterally terminates a Licensed Program (each, a “Terminated Program”), the Company may, within 30 days after such termination, submit to SQL an itemized summary of its actual costs and expenses incurred in connection with such Terminated Program prior to such termination and an associated invoice, the Company shall deduct an amount equal to the amount of such costs and expenses, (as reflected in the invoice), from future Earned Revenue due to SQL.

7) Confidentiality and Intellectual Property Rights.

a)		Confidentiality.
	i)	Confidentiality. The Receiving Party agrees: (i) to use the same degree of care to prevent disclosure of the Disclosing Party’s Proprietary Information as it uses to prevent disclosure of its own Proprietary Information (but not less than reasonable care); (ii) to use such Proprietary Information only to conduct business related to this Agreement; and (iii) not to disclose such Proprietary Information, except that the Receiving Party may disclose such Proprietary Information to its affiliates, agents, advisors, and representatives who are bound by terms protecting such Proprietary Information at least as restrictive as those in this Agreement (“Representatives”) to the extent necessary to permit such Representatives to assist the Receiving Party in matters related to performance under this Agreement. Each Party acknowledges that money damages would not be a sufficient remedy for any unauthorized disclosure of Proprietary Information. In the event of breach, a Party is entitled to any remedies at law or in equity, excluding special, consequential, indirect, punitive, or exemplary damages. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law. Trade secrets shall be maintained until they enter the public domain. These duties of confidentiality, other than trade secrets, shall remain for five years after the expiration or termination of this Agreement.
	ii)	Information Not Covered. Notwithstanding Section 7(a)(i), the Receiving Party’s obligations with respect to the Disclosing Party’s Proprietary Information are not applicable to Proprietary Information which: (1) is in the public domain; (2) is subsequently developed by a Receiving Party’s employees who have no knowledge of or access to the Disclosing Party’s Proprietary Information; or (3) is disclosed to the Receiving Party by a third party having a bona fide right to do so without breach of this Agreement. Proprietary Information is not deemed to be available to the public or known to a Party merely because it was embraced by a general disclosure or derived from combinations of disclosures generally available to the public or known to SQL or the Company.
	iii)	Mandatory Disclosure. If a Receiving Party is requested or required by law to disclose any Proprietary Information of a Disclosing Party, such Receiving Party will provide the Disclosing Party prompt notice of each request so that the Disclosing Party may seek an appropriate protective order. If the Receiving Party is legally compelled to disclose such Proprietary Information, the Receiving Party may disclose such Information to the extent required without liability under this Agreement.

b) Ownership of Intellectual Property.

i)	SQL shall retain ownership of all Intellectual Property including background, foreground, sideground and future developed Intellectual Property.
ii)	During the term of this Agreement and all subsequent extensions mutually agreed upon by the parties, GE Technology Development, Inc. will work with SQL as a preferred partner in the field of SQL’s plug and receptacle standard and SQL’s smart products technology in good faith for a successful relationship between the Parties.

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iii) All right, title and interest in and to inventions whether or not patentable, processes, data, improvements, designs, patents relating to SQL Intellectual Property, relating to a Candidate, relating to a SOW, or otherwise resulting from this Agreement, conceived, generated and first reduced to practice, during the Term of this Agreement (collectively, “Inventions”), shall, without remuneration, be the sole property of SQL. The Parties shall take all such actions throughout the Term of this Agreement and thereafter as shall be reasonable in order to transfer all right, title and interest in and to the Inventions to SQL free and clear of any and all liens, charges or other encumbrance in accordance with this Section. Company shall further reasonably cooperate with SQL, at SQL’s reasonable expense, by promptly executing any documents or carrying out any acts that SQL may determine to be necessary or desirable in order to transfer all rights, title and interest in and to Inventions to SQL and otherwise to enable SQL to fully protect its intellectual property and any right, title and interest in and to the Inventions.

8)		Warranties.
	a)	Mutual Representations and Warranties. Each Party represents and warrants that: (i) it is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has the full right, power, and authority to enter into this Agreement and to perform its respective obligations hereunder; and (iii) it will not be in violation of any terms and conditions of any agreement with any other individual or entity by agreeing to the terms and conditions of this Agreement and performing its respective obligations hereunder.
	b)	SQL Representations and Warranties. SQL warrants and represents that: (i) it is the sole and exclusive owner of, or has a valid license right to use and license, all SQL Patents disclosed and listed by SQL underlying the Candidates and the Programs, free and clear of liens, security interests, and encumbrances of any kind; and (ii) unless otherwise set out in the relevant SOW, no third party has any rights, licenses, or options to or under such SQL Patents (whether contingent or currently exercisable).
	c)	Company Representations and Warranties. The Company warrants and represents that: (i) the Services will be provided in accordance with the terms hereof and any applicable SOW in a competent and professional manner; (ii) the Services will be performed in compliance with applicable laws, ordinances and regulations and all rules, and regulations issued thereunder; and (iii) the Company and its employees Performing the Services will comply with SQL’s integrity policies and procedures and, upon reasonable notice, participate in compliance briefings conducted by SQL.
	d)	DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

9)		Indemnification and Limitation of Liability.
	a)	Indemnification. Each Party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other Party, its affiliates and its and their respective shareholders, directors, officers, employees and agents (each, an “Indemnified Party”) from, against and in respect of any and all losses, liabilities, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs or expenses of whatever kind (including, without limitation, attorneys’ fees) suffered or incurred, directly or indirectly by such Indemnified Party by reason of, resulting from, arising out of, or in connection with: (i) the breath by the Indemnifying Party of any representation or warranty contained in this Agreement or from the failure of the Indemnifying Party to perform any covenant contained in this Agreement; or (ii) the gross negligence or willful misconduct of the Indemnifying Party.

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b) LIMITATION OF LIABILITY. EXCEPT ARISING OUT OF A PARTY’S BREACH OF SECTION 7, NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR ARE A CONSEQUENCE OF THIS AGREEMENT OR EITHER PARTY’S PERFORMANCE OR NONPERFORMANCE HEREUNDER. THE COMPANY’S LIABILITY TO SQL UNDER ANY SOW UNDER THIS AGREEMENT SHALL BE LIMITED TO THE VALUE OF THE SOW.

10)	Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or other formal business organization of any kind. The Company is an independent contractor. No employees of the Company are or will be deemed employees of SQL or are eligible for participation in any SQL employee benefit programs. Neither the Company nor any of its employees are in any way legal representatives of SQL and neither have any right to assume or create any obligation of any kind, expressed or implied, in the name of or on behalf of SQL.
11)	Assignment. Except as expressly provided herein, neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without prior written consent of the other Party and any assignment by one Party without the prior written consent of the other Party is void; provided that, notwithstanding the foregoing, either Party may assign this Agreement or any of its rights and obligations hereunder without consent of the other Party to (a) its successor in interest by operation of law or otherwise (including as a result of merger, sale of stock and sale of all or substantially all assets) or (b) any affiliate of such Party, including an entity that assumes all rights, liabilities and obligations of such Party.
12)	Controlling Laws and Dispute Resolution.

a)

Controlling Laws. This Agreement shall be governed by all the applicable laws and regulations of the United States. This Agreement is governed by New York State law, excluding conflict of laws rules. The Parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.

b)

Dispute Resolution. Any dispute arising out of or relating to this Agreement or any SOW, including the breach, termination, or validity thereof, shall be finally resolved by arbitration in accordance with the then-current rules of arbitration of the International Chamber of Commerce by three arbitrators, of whom each Party shall appoint one and the third shall be selected by mutual agreement of the selected arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-165, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York, New York U.S. The arbitrators are not empowered to award damages in excess of compensatory damages, as provided for in this Agreement, and each Party expressly waives and forgoes any right to punitive, exemplary, or any such similar damages, unless a statute requires that compensatory damages be increased in a specified manner. EACH PARTY KNOWINGLY, VOLUNTARILY, AND WITH ADVICE OF COUNSEL IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OR A BENCH TRIAL (EXCLUDING ARBITRATION) IN ANY PROCEEDING INVOLVING THIS AGREEMENT, ITS SUBJECT MATTER, OR THE RELATIONSHIP BETWEEN THE PARTIES UNDER THIS AGREEMENT.

13) Expiration, Termination and Suspension.

a)

Term. This Agreement shall have an initial term of five (5) years (the “Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for one-year extension periods (each, a “Renewal Term” and, together with the Initial Term, the “Term”) until either Party gives the other Party notice of its intent not to renew at least six months prior to the expiration of the Initial Term or then-current Renewal Term. The term in a SOW is governed by such SOW notwithstanding expiration or termination of this Agreement. Termination of a SOW has no effect on the Term.

b)

Termination.

i)

Termination by Mutual Agreement. This Agreement and any SOW hereunder may be terminated by mutual written consent of the Parties.

ii)

Termination for Default. Either Party (the “Terminating Party”) may, by written notice to the other Party (the “Defaulting Party”), terminate this Agreement or any SOW if: (I) the Defaulting Party breaches or violates Section 7(a) or the Terminating Party discovers any inaccuracies in Section 8(b); or (II) the Defaulting Party fails to materially comply with any other terms and conditions of this Agreement. Termination becomes effective if Defaulting Party does not cure such breach or failure within 30 days or such longer period as the Terminating Party authorizes in writing.

7

c) Obligations Upon Expiration or Termination. Neither Party shall be liable for compensation for the loss of anticipated opportunities as a result of termination, expiration or non-renewal of this Agreement, provided that this limitation does not limit the liability for defaults under Section 7. Each Party shall continue to pay the other Party all payments due or that become due under any ongoing SOW. The terms in Sections 5(c), 6, 7, 8, 9, 12, 13(c) and 15 survive expiration or termination of this Agreement.

14)

Waiver and Failure to Enforce. No claim or right arising out of a breach of this Agreement can be discharged by a waiver unless the waiver is supported by consideration and is in writing signed by the aggrieved Party. Either Party’s failure to enforce any provision is not to be construed as a waiver of such provision or of the right to enforce it.

15)

Notice. Communications shall be in English, in writing, and delivered by registered or certified mail, overnight courier, facsimile, personal delivery, or electronic means (accompanied by a notice sent by registered or certified mail, overnight courier, personal delivery, or facsimile within ten business days). Notice shall be sent to the respective addresses set forth below, unless otherwise provided. Notice that is not given in accordance with these terms is effective if acknowledged, in writing, by an authorized officer of the Party to whom it was given.

To the Company:	To SQL:
General Electric Company, GE Licensing business unit	SKY Technology, LLC
1 Research Circle	4400 North Point Parkway, Suite 465
Niskayuna, New York 12309	Alpharetta, GA 30022
Attn: Douglas Naab	Attn: Patricia Barron
Telephone: [***]	Telephone: [***]
Email: [***]	Email: [***]

16)	Execution and Modification.
	a)	This Agreement, together with all SOWs executed pursuant hereto, constitutes the complete and final agreement concerning the subject matter hereof. The invalidity of any sections of this Agreement shall not affect the validity of the remainder of this Agreement.

b)	This Agreement terminates and supersedes all previous writings relating to the subject matter of this Agreement.
c)	No modification of this Agreement is binding unless made in writing and signed by the Parties hereto.

17)	Incorporation by Reference. Exhibit A and Exhibit B referenced in this Agreement are incorporated into this Agreement by reference.
18)	Counterparts. This Agreement may be executed in two or more counterparts, each of which counterparts when so executed shall be deemed to be an original, but ail of which counterparts, taken together, shall constitute but one and the same instrument.

8

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.

GE TECHNOLOGY DEVELOPMENT, INC.	SKY Technology, LLC
(acting by and through its GE Licensing business unit)

By:	/s/ Thomas Buccellato	By:	/s/ Rani Kohen
Name:	Thomas Buccellato	Name:	Rani Kohen
Title:	Managing Director	Title:	Chairman
Date:	6/14/19	Date:	6/14/19

9

EX-10.8

Exhibit 10.8

LINE OF CREDIT PROMISSORY NOTE

$10,000,000.00 Austin, Texas April 13, 2016

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned, SAFETY QUICK LIGHTING & FANS CORP, a Florida corporation (the “Maker”), whose address is 4400 North Point Parkway, Suite 154, Alpharetta, Georgia 30022, promises to pay to the order of NIELSEN & BAINBRIDGE, LLC, a Delaware limited liability company (the “Payee” or, together with all subsequent holders hereof, hereinafter sometimes collectively referred to as the “Holder”), at the Payee’s address at 12303 Technology Boulevard #950, Austin, Texas 78727, or at such other location as may be designated by the Holder from time to time in writing, the principal sum of up to Ten Million and No/100 Dollars ($10,000,000.00) or so much thereof as may be advanced from time to time by the Payee and outstanding as provided for herein (each advance of principal, an “Advance”), plus interest from day to day on the outstanding principal balance of this Line of Credit Promissory Note (this “Note”) at the rates set forth below.

2. Interest Rate. During the period beginning on the date of this Note (the applicable date is hereinafter referred to as the “Commencement Date”), and ending on the Maturity Date (as defined in Section 3 below), interest on the outstanding principal shall be payable at eight percent (8.0%) per annum.

3. Payments Required. The Maker shall pay to the Payee principal and interest hereunder as follows:

(i)	monthly payments of interest (the “Monthly Payments”) on the outstanding principal balance shall be due and payable on the first day of each month until, commencing on May 1, 2016 and continuing on the first day of each month through December 1, 2017;
(ii)	the entire outstanding remaining principal balance, together with all interest accrued and unpaid thereon, calculated in the manner set forth herein, and all other sums due under this Note, shall be due and payable on December 31, 2017 (the “Maturity Date”).

4. Security for Note. This Note is secured that certain Pledge and Security Agreement dated of even date herewith (the “Security Agreement”), which has authorized filings of UCC-1 financing statements on the accounts receivable, inventory and other assets of the Maker in the jurisdictions of Florida, Georgia and Texas.

5. Default. Without limiting the terms of Section 3 above, at the option of the Holder, the entire unpaid principal balance and accrued but unpaid interest owing hereon shall at once become due and payable without notice or demand upon the occurrence at any time of any of the following events (each, an “Event of Default”):

a. The failure of the Maker to pay any installment under this Note or any other sum due hereunder or under the Security Agreement, and such failure continues for more than five (5) days after the Holder delivers written notice to the Maker specifying such failure;

PROMISSORY NOTE - PAGE 1

b. The occurrence of any other “Event of Default,” as defined in and pursuant to the terms of the Security Agreement or any other document or instrument evidencing, securing payment of, guaranteeing or otherwise related to this Note, and such failure continues for more than ten (10) days after the Holder delivers written notice to the Maker specifying such failure (this Note, the Security Agreement and all other documents and instruments evidencing, securing payment of, guaranteeing or otherwise related to or executed in connection with the Note, the Security Agreement or any other related documents are hereinafter collectively referred to herein as the “Loan Documents”).

6. Waiver. The failure to exercise the option to accelerate the maturity of this Note upon the happening of any Event of Default hereunder shall not constitute a waiver of the right of the Holder to exercise the same or any other option at the time or at any subsequent time with respect to such Event of Default or any other Event of Default hereunder. The remedies of the Holder, as provided in this Note or any other Loan Documents, or otherwise available, shall be cumulative and concurrent and may be pursued separately, successively or together, as often as occasion therefor shall arise, at the sole discretion of the Holder. The acceptance by the Holder of any payment under this Note which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of, or impair, reduce, release or extinguish, any of the rights or remedies of the Holder to exercise the foregoing option or any other option granted the Holder in this Note or any other Loan Documents at that time or at any subsequent time, or nullify any prior exercise of any such option. The Maker and all other parties now or hereafter liable for the payment hereof, whether as endorser, guarantor, surety or otherwise, each, individually and severally, waive demand, presentment, notice of dishonor, notice of intention to accelerate the indebtedness evidenced hereby (except as may be otherwise provided herein), notice of the acceleration of the maturity hereof, diligence in collecting, grace, notice and protest, and consent to all extensions which from time to time may be granted by the Holder and to all partial payments hereon, whether before or after maturity.

7. Default Rate Interest. After any Event of Default or after the Maturity Date, past-due principal plus interest shall bear interest at a rate (the “Default Rate”) equal to the lower of (i) the Maximum Rate; or (ii) eighteen percent (18%) per annum. During the existence of any Event of Default, the Holder may apply any payments received hereunder in such amount, order and manner as the Holder may determine in its sole discretion.

8. Attorneys’ Fees and Expenses. If any amount payable under this Note is not paid when due, and the Holder places its claim therefor in the hands of an attorney, or if it is collected through a bankruptcy, probate or other court, whether before or after maturity, all costs of collection, including, but not limited to, reasonable and necessary attorneys’ fees and costs incurred by the Holder, shall be added to and form a part of the obligations due under this Note.

PROMISSORY NOTE - PAGE 2

9. Prepayment. The Maker agrees that all loan fees and other prepaid finance charges are earned fully as of the date of this Note and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, the Maker may pay without penalty all or a portion of the amount owed earlier than it is due. This Note is subject to the termination provisions stated in the Pledge and Security Agreement which are part of the Loan Documents governing the terms hereof. As such, if termination occurs prior to the Maturity Date, the provisions of the Pledge and Security Agreement will control and supersede the terms of this Note.

10. Usury Limitations. The parties hereto expressly stipulate and agree that it is their intent to strictly comply with all applicable usury laws from time to time in effect. All agreements between the Maker and the Payee, whether now existing or hereafter arising, and whether written or oral, are hereby expressly limited so that under no contingency or event whatsoever, whether by reason of acceleration of the maturity hereof, a voluntary prepayment by the Maker or otherwise, shall the amount paid, or agreed to be paid, to the Payee for the use, forbearance or detention of the money due hereunder, or otherwise, or for the payment or performance of any covenant or obligation contained herein or in any other Loan Documents, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever the fulfillment of any provision hereof or of any other Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance the Payee shall ever charge or receive as interest or otherwise an amount which would exceed the Maximum Rate of interest permitted by applicable law, the amount, if any, which would exceed the Maximum Rate of interest permitted by applicable law shall be applied to the reduction of amounts (other than interest) due under this Note, and not to the payment of interest, or if such excessive interest exceeds such amounts (other than interest) due under this Note, the amount of such excessive interest that exceeds such amounts (other than interest) shall be credited or refunded to the Maker. All sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the indebtedness of Maker to the Payee or otherwise, shall be amortized, prorated, allocated and spread through the full term of such indebtedness until paid in full so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. This paragraph shall control all agreements between the Maker and the Payee. This provision overrides all other provisions in this Note and any other Loan Documents.

The terms “maximum amount’’ or “Maximum Rate’’ as used anywhere herein include, as to Section 301 et. seq. of the Texas Finance Code and any successor statute (and as may be incorporated by reference in other statutes of the State of Texas), but otherwise without limitation, that maximum nonusurious rate based upon the “indicated rate ceiling”; provided, however, that this designation shall not preclude the rate of interest contracted for, charged or received with respect to the indebtedness evidenced by this Note from being governed by, or construed in accordance with, any other state or federal law, including but not limited to Public Law 96-221.

11. Loan Payable at Maturity. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS PAYABLE IN FULL ON THE MATURITY DATE. THE MAKER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ACCRUED BUT UNPAID INTEREST THEN DUE. THE HOLDER IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE AT THAT TIME. THE MAKER MAY, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT THE MAKER MAY OWN, OR THE MAKER MAY HAVE TO FIND A LENDER, WHICH MAY BE PAYEE, WILLING TO LEND MAKER THE MONEY. IF THE MAKER REFINANCES THIS NOTE AT MATURITY, THE MAKER MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF MAKER OBTAINS REFINANCING FROM PAYEE. NOTWITHSTANDING THE FOREGOING, THE PAYEE HAS MADE NO PROMISES OR COMMITMENTS, AND IS UNDER NO OBLIGATION, TO REFINANCE THIS NOTE AT ANY TIME.

PROMISSORY NOTE - PAGE 3

13. Applicable Law. EXCEPT WHERE FEDERAL LAW IS APPLICABLE (INCLUDING, WITHOUT LIMITATION, ANY FEDERAL USURY CEILING OR OTHER FEDERAL LAW WHICH, FROM TIME TO TIME, IS APPLICABLE TO THE INDEBTEDNESS EVIDENCED HEREIN AND WHICH PREEMPTS STATE USURY LAWS), THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN SUCH STATE. IF THERE IS A LAWSUIT, AND IF THE TRANSACTION EVIDENCED BY THIS NOTE OCCURRED IN DALLAS COUNTY, MAKER AGREES, UPON THE PAYEE’S REQUEST, TO SUBMIT TO THE JURISDICTION OF THE COURTS OF DALLAS COUNTY, STATE OF TEXAS.

14. Notices. All notices given hereunder must be in writing and shall be deemed to have been given and received upon the earlier of (a) actual receipt, or (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested and addressed to the Maker or the Payee at the address specified above, or to such other address as may be specified by the Maker or the Payee pursuant to a notice to the other party which complies with this paragraph.

15. Extension. The holder hereof may, in its sole discretion, arrange, adjust and extend the times and amounts of payments of interest or principal of this Note without notice to or consent of and without releasing any party liable hereon. Such arrangement, adjustment or extension shall apply only to the interest or principal due on that date and shall not apply to interest and principal due at any future dates.

16. Successors and Assigns. This Note and all of the covenants, promises and agreements contained herein shall be jointly and severally binding upon and shall inure to the benefit of the Maker and the Holder hereof and their respective successors and assigns.

17. Statutory Notice. THIS WRITTEN NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE CONTENTS HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

18. Jury Waiver. The Maker and the Payee hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either the Maker or the Payee against the other.

PROMISSORY NOTE - PAGE 4

IN WITNESS WHEREOF, Maker has duly executed this Note to be effective as of the day and date first written above.

	MAKER:
	SAFETY QUICK LIGHTING & FANS CORP,
	a Florida corporation
By:	/s/ John Campi
	John Campi
	President & CEO

PROMISSORY NOTE - PAGE 5

EX-10.9

Exhibit 10.9

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of April, 2016, by SAFETY QUICK LIGHTING & FANS CORP, a Florida corporation (“Debtor”), in favor of NIELSEN & BAINBRIDGE, LLC, a Delaware limited liability company (“Secured Party”).

WITNESSETH

WHEREAS, Secured Party has advanced funds (such advance, together with any extension or restructure, the “Loan”) for the benefit of Debtor in the aggregate maximum amount of Ten Million and No/100 Dollars ($10,000,000.00) to certain suppliers of Debtor in China for the manufacture of SQL-GE inventory;

WHEREAS, in order to induce Secured Party to advance such funds to Debtor, Debtor has agreed to pledge certain assets of Debtor to Secured Party and to the filing of UCC-1 financing statements in the jurisdictions of Florida, Georgia and Texas in favor of Secured Party, pursuant to the terms and provisions contained herein.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants and agreements contained herein, and in order to induce Secured Party to enter into the Loan and to advance funds to Debtor, Debtor hereby agrees with Secured Party as follows:

SECTION 1. Definitions. Reference is hereby made to this Agreement, the UCC-1 financing statements, promissory note and escrow agreement (hereinafter, the “Loan Documents”) for a statement of the terms thereof. All terms used in this Agreement which are defined in the Loan Documents or in Article 9 of the Uniform Commercial Code (the “Code”) currently in effect in the State of Texas and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

SECTION 2. Pledge and Grant of Security Interest . As collateral security for all of the Obligations (as defined in Section 3 hereof), Debtor hereby delivers, pledges and assigns to Secured Party and grants to Secured Party a continuing security interest in all of Debtor’s right, title and interest in and to any and all equitable and beneficial interest in the Debtor’s personal property set forth on Exhibit “A” attached hereto through the filing of UCC-1 financing statements in the jurisdictions of Florida, Georgia and Texas in favor of Secured Party (the “Pledged Collateral”).

SECTION 3. Security for Obligations. The security interest created hereunder in the Pledged Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (herein collectively referred to as the “Obligations”):

(a) All of Debtor’s duties, obligations, covenants and agreements arising under the terms of the Loan and all other documents given in substitution thereof or in modification, renewal, extension or expansion thereof, in whole or in part; and

PLEDGE AND SECURITY AGREEMENT - PAGE 1

(b) All debts, obligations and other indebtedness now or hereafter incurred or arising pursuant to or permitted by the provisions of the Loan Documents or any other instrument now or hereafter evidencing, governing or securing the debts, obligations or any part thereof or otherwise executed in connection with the Loan evidenced by the Loan Documents.

The indebtedness, obligations, debts, covenants, agreements and undertakings referred to in this Section 3, and all renewals, extensions and modifications thereof and all substitutions therefor, in whole or in part, are hereinafter sometimes referred to as the “Obligations”, “secured indebtedness” or the “indebtedness secured hereby.”

SECTION 4. Financing Statements. Secured Party is hereby authorized by Debtor to and shall file UCC-1 financing statements in the jurisdictions of Florida, Georgia and Texas against and on behalf of Debtor and the Pledged Collateral in favor of Secured Party. It is agreed by both parties that in the event Debtor secures additional funding, Secured Party will allow any third parties to file additional UCC-1 financing statements which may encumber the Pledged Collateral.

SECTION 5. Representations and Warranties. Debtor represents and warrants to Secured Party as follows:

(a) To the best of Debtor’s knowledge, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either for the pledge hereunder by Debtor of, or the grant by Debtor of the security interest created hereby in, the Pledged Collateral.

(b) This Agreement, together with the filing of the UCC-1 filings in Florida, Georgia and Texas, creates a valid purchase money security interest in favor of Secured Party in the Pledged Collateral. Except as set forth in this Section 5(b), no action is necessary or desirable to perfect or otherwise protect such security interest.

SECTION 6. Covenants as to the Pledged Collateral.

(a) So long as any of the Obligations shall remain outstanding, Debtor will, unless Secured Party shall otherwise consent in writing, except as specified in Section 4 above:

(i) not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the pledge hereunder and the security interest created hereby and the pledge and security interest previously granted by Debtor in favor of Secured Party;

(ii) not, by its action or inaction in any manner, impair or allow the impairment of the value or enforceability of Secured Party’s security interest in any Pledged Collateral;

(iii) immediately notify Secured Party of any change in Debtor’s name, address or location, change in any matter warranted or represented in this Agreement, change that may affect the security interest, and any Event of Default (as defined in Section 9 hereof); and

PLEDGE AND SECURITY AGREEMENT - PAGE 2

(iv) not permit any portion of the Pledged Collateral to be commingled with other assets or funds.

(b) It is expressly understood and agreed that on or before the Loan closing, Debtor will transfer, pledge, assign and deliver to the Secured Party the Pledged Collateral in the manner set forth herein.

SECTION 7. Additional Provisions Concerning the Pledged Collateral.

(a) Debtor hereby authorizes Secured Party to file, without the signature of Debtor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral if Secured Party deems it appropriate.

(b) If Debtor fails to perform any agreement or obligation contained herein, Secured Party itself may perform, or cause performance of, such agreement or obligation, and the expenses of Secured Party incurred in connection therewith shall be payable by Debtor pursuant to Section 9 hereof.

(c) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, Secured Party shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to Debtor. Without limiting the foregoing, Secured Party shall not have responsibility for (i) ascertaining or taking action with respect to renewals, surrenders, maturities or other matters relating to any Pledged Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral.

SECTION 8. Events of Default. Each of the following conditions shall constitute an “Event of Default” hereunder upon the expiration of twenty (20) days from the date of Debtor’s receipt of written notice of such Event of Default, except as specified in Section 4 above:

(a) If Debtor fails to timely pay or perform any of the Obligations under the Loan or any of the Loan Documents provided that such failure becomes an Event of Default under such Loan or any of the other Loan Documents;

(b) If Debtor fails to timely pay or perform any obligation, covenant, or liability in any Loan Document between Debtor and Secured Party or in any other transaction secured by this Agreement;

(c) If any warranty, covenant or representation made to Secured Party by or on behalf of Debtor in the Loan Documents proves to have been false in any material respect when made;

(d) If any lien other than the one created hereby attaches to any of the Pledged Collateral, and Debtor fails to fulfill its obligations under Section 6(a)(ii) and remove such claim against the Pledged Collateral as evidenced by the lien within a reasonable period of time after Debtor obtains knowledge of such lien;

PLEDGE AND SECURITY AGREEMENT - PAGE 3

(e) Upon the bankruptcy, dissolution or insolvency of Debtor; and

(f) If any Default or Event of Default occurs under any of the Loan Documents.

SECTION 9. Remedies Upon Default. If any Event of Default shall have occurred and be continuing, Secured Party may exercise with respect to the Pledged Collateral, in addition to other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it, all of the rights and remedies of a secured party on default under the Code then in effect in the State of Texas and, without limiting the generality of the foregoing and without notice except as specified below, Secured Party may, at its option, do any one or more of the following:

(a) reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby, by any available judicial procedure;

(b) surrender for payment and obtain payment of any portion of the Pledged Collateral, whether such Pledged Collateral shall have matured or the exercise of Secured Party’s rights result in loss of interest or principal or other penalty on such Pledged Collateral, and, in connection therewith, cause payment to be made directly to Secured Party;

(c) sell or otherwise dispose of all or any part of the Pledged Collateral in the manner provided in the Loan Documents or the Code;

(d) exercise any right of offset, setoff and other similar rights as provided in the Loan Documents or the Code;

(e) apply, by appropriate judicial proceedings, for appointment of a receiver for the Pledged Collateral, or any part thereof, and Debtor hereby consents to any such appointment; and

(f) at its discretion, retain the Pledged Collateral in satisfaction of the Obligations whenever the circumstances are such that Secured Party is entitled to do so under the Code or otherwise. Debtor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given with the exception that if Debtor arranges a sale of Pledged Collateral to a qualified buyer for a price that equals to or exceeds its Obligations under the Agreement, Secured Party shall be obligated to make such sale. Secured Party may adjourn any time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

PLEDGE AND SECURITY AGREEMENT - PAGE 4

SECTION I0. Miscellaneous.

(a) The benefits, rights and remedies of the Secured Party and the security contained herein or provided or in any of the other Loan Documents or at law and in equity are cumulative and may be pursued separately, successively, or concurrently against Debtor or any property covered under the Loan Documents at the sole discretion of Secured Party.

(b) In the event any provision of any of the Loan Documents is declared or adjudged to be unenforceable, illegal or invalid by any governmental authority, then such unenforceable, illegal or invalid provision shall be excised therefrom, and the remainder of the Loan Document so affected, together with all rights and remedies granted thereby, shall continue and remain in full force and effect and shall be construed as if such unenforceable, illegal or invalid provision had never been contained therein.

(c) No course of dealing between the Secured Party and the Debtor, nor any delay on the part of the Secured Party in exercising any rights hereunder or under any of the other Loan Documents, nor any failure of Secured Party at any time to enforce any provision of this Agreement or any of the other Loan Documents, shall operate as a waiver of any rights of the Secured Party, except to the extent, if any, expressly waived in writing by the Secured Party. Secured Party shall have the right at any and all times, without any prior notice to any person, to enforce strict compliance with all of the provisions hereof and the other Loan Documents, notwithstanding any such prior course of dealing or forbearance.

(d) All covenants, agreements, representations and warranties made by the Debtor in this Agreement and the other Loan Documents, and in any certificates or other documents or instruments delivered pursuant to this Agreement or any of the other Loan Documents, shall survive the execution and delivery of the Loan Documents and shall continue in full force and effect until the Debt is paid in full. Additionally, any advances of proceeds under the Loan made by the Secured Party pursuant to the Loan Agreement or any of the other Loan Documents shall continue in full force and effect until the Debt is paid in full. All such covenants, agreements, representations and warranties shall be binding upon any successors and assigns of the Debtor.

(e) Except as otherwise provided herein or in any of the other Loan Documents, any notice, request, demand or other communication required hereunder or to otherwise be given hereunder shall be in writing, and shall be deemed to have been given and received when actually received, or whether actually received or not, when deposited in a post office or official depository of the United States Postal Service, sent by certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

If to Debtor:	Safety Quick Lighting & Fans Corp
	4400 Northpoint Parkway
	Suite 154
	Alpharetta, Georgia 30022
	Attn: John Campi, President & CEO
	Email:[*]
If to Secured Party:	Nielsen & Bainbridge, LLC
	12303 Technology Blvd. #950
	Austin, TX 78727
	Attn: Gary Golden, CFO
	Email: [*]

PLEDGE AND SECURITY AGREEMENT - PAGE 5

The addresses for Debtor and Secured Party set forth in this Agreement may be changed by such party by giving written notice of such change to the other party in the manner provided herein for giving notice.

(f) Secured Party is not the agent or representative of Debtor, and Debtor is not the agent or representative of Secured Party.

(g) Nothing herein nor the acts of the parties hereto shall be construed to create a partnership or joint venture between Debtor and Secured Party.

(h) Time is of the essence in performance of this Agreement by Debtor.

(i) The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

(j) This Agreement and the other Loan Documents delivered contemporaneously herewith constitute the entire agreement of the parties to the exclusion of any prior or contemporaneous oral or written agreement. This Agreement may not be amended except by written agreement signed by both parties.

(k) This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument.

(1) Except to the extent that the laws of the United States may apply or otherwise control this Agreement and the other Loan Documents, the rights and obligations of the parties hereunder and thereunder shall be governed by and construed and interpreted in accordance with the laws of the State of Texas and applicable federal law, and the rights and obligations hereunder shall be enforceable in Travis County, Texas.

(m) As long as the debt is paid in full by Debtor, this Security Agreement and any of the Loan Documents may be terminated at any time upon due notice. In such event all filed security documents shall be withdrawn or otherwise rendered null and void by applicable filling as required by each state in which the security instrument was filed, within 3-business days thereof and with notice to Debtor upon completing same.

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PLEDGE AND SECURITY AGREEMENT - PAGE 6

EXECUTED AND EFFECTIVE as of the 13th day of April, 2016.

DEBTOR:
SAFETY QUICK LIGHTING & FANS CORP,
a Florida corporation
By:	/s/ John Campi
	John Campi, President & CEO

SECURED PARTY:
Nielsen & Bainbridge, LLC,
a Delaware limited liability company
By:	/s/ Gary Golden
Name:	Gary Golden
Title:	Chief Financial Offier

PLEDGE AND SECURITY AGREEMENT - PAGE 7

EX-10.10

Exhibit 10.10

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.

Memo of Understanding between Safety Quick Light

and Nielsen & Bainbridge, LLC

The following represents the key elements of the agreement between Safety Quick Lighting & Fans Corp (aka SQL, Sky Technologies) from: 4400 Northpoint Pkwy, Suite. 154 Alpharetta, GA 30022 and Nielsen & Bainbridge, LLC (aka NBGHome) from: 12303 Technology Blvd #950, Austin, TX 78727. This agreement is to extend the involvement and association between SQL and NBGHome replacing the previous agreement with NBGHome. NBGHome represents a strategic partner positioned to facilitate sales to an international array of retail organizations with which they are already engaged. This relationship is to accelerate the introduction of products utilizing the patented Safety Quick Light (SQL) devices and other.

General elements of the new agreement:

	NBGHome will handle direct or indirect all North American retail markets for SQL’s items whether branded GE or Sky Technologies or any other brand.
	This new agreement will be in effect for 12 months effective January 10, 2018. The two companies may mutually elect to continue or discontinue this agreement after January 10, 2019.
	SQL and NBGHome will continue to work together on all business issues to drive market share gain in order to enhance a win-win scenario for both parties. NBGHome and SQL will treat each other mutually as the “most favored partner/vendor status”
	As the patented SQL device has become code and is available to all manufacturers of lighting and ceiling fans, NBGHome will purchase the device for [***]% less than the best wholesale or lowest price offered to any SQL customer in the market place

Financial Implications:

SQL compensation to NBGHome:

For NBG’s past years of support to SQL, including the USA and global sales infrastructure for SQL’s future product, as well as for the $10 million line of credit, SQL will award Nielsen & Bainbridge, LLC 300,000 shares of SQL stock for the partnership and cooperation for the period of 2016 and 2017. 150,000 shares awarded immediately and 150,000 shares that are already earned by NBG, will be awarded on July 1, 2018

For the continuation of NBG’s USA and global sales support as well as for the $10 million line of credit, SQL will award Nielsen & Bainbridge, LLC 333,333 shares of SQL stock as of January 1, 2019. In case that this agreement continues for longer than the initial one year, SQL will award an additional 333,333 shares as of January 1, 2020 and likewise 333,334 shares as of January 1, 2021 based on the support given to SQL as detailed below:

○	Sales efforts continue to North American retail markets for SQL’s products including the “smart plug” or its developing technological device(s) for Smart Homes. This is meant to be a good faith and an inclusive statement to products using the “smart plug” as it evolves.
○	Provides financial support up to a maximum of $10,000,000 line of credit at 9% interest on the outstanding amount. NBGHome’s line of credit to SQL will also cover purchase orders sold by NBGHome at pricing to be agreed to by SQL. All purchases financed by the line of credit will be supported and secured by the promissory note. In no event, will the line of credit exceed $10,000,000 during the 12 months including any stocking programs for retail.
○	SQL will continue to pay commission at 5%.
○	SQL will continue to make payments on the credit line as it receives payment from its customers for goods purchased for the order by that customer.
○	Either party will be able to determine if the relationship will extend for an additional 12 months and will have the opportunity to end this agreement after the end of each year.

○ If SQL were to be sold whereas the control transfers from the current management to another party, NBGHome would immediately vest in the shares to be earned in that 12 month period. For example, if SQL sold on July 1, 2018, NBG would be considered to have earned and will be awarded the 333,333 shares that were to be awarded for 12 month period in 2018.

NBG financial support to SQL:

	When needed by SQL, NBGHome will finance purchase orders and website orders sold by NBGHome at pricing to be agreed to by SQL. Interest will be charged at 9%.
	NBGHome’s Commission structure will remain at 5%. This rate can vary by sales class but will be equal to 5% average on all sales by NBGHome. The Commission is to be paid to NBGHome monthly based on sales of SQL product.
	Stocking program: NBGHome will facilitate, finance and warehouse SQL products as requested by SQL not to exceed $10 million including the total of outstanding receivables. Product will include SQL/GE products: for retail, online, builder and other customers. SQL will pay a fair/reasonable fee agreed to by both parties in writing (“cost plus” basis) for stocking estimated range to be between 6 and 12%. SQL will maintain the right to consult with NBG regarding the stocking program and can terminate the NBGHome arrangement at any time with a 90 day notice.
	If SQL should terminate the relationship subsequent to December 31, 2018, SQL agrees to purchase 100% of the stocking inventory at cost plus 5% handling within 90 days of termination. Again, all inventory of the stocking program would have to be removed within 90 days of termination.

This agreement replaces the previous memo of understanding between NBG and SQL, including NBG’s stock purchase option in the previous memo of understanding. The pledge and security agreement and the promissory note dated April 13, 2016, will remain in effect or will be modified to accommodate the relevant dates.

Both parties will have the ability to terminate the relationship at the end of each year of this agreement. If the companies decide to end the relationship, SQL will repay any outstanding amount under the line of credit on the termination date of the agreement. All paragraphs in this agreement are binding on both parties.

Signatures are on following page

SAFETY QUICK LIGHTING & FANS CORP.	NIELSEN & BAINBRIDGE, LLC
/s/ John Campi	/s/ Scott Slater
John Campi, President & CEO	Scott Slater CEO
Date: 1-31-2018	Date: 1-31-2018
/s/ Rani Kohen	/s/ Gary Golden
Rani Kohen, Chairman	Gary Golden, CFO
Date: 1-31-2018	Date: 1-31-2018

EX-10.11

Exhibit 10.11

SAFETY QUICK FIGHTING & FANS CORP.

LINE OF CREDIT PROMISSORY NOTE

Date of Issuance:
December 14, 2021	$5,900,792.36

SQL TECHNOLOGY CORP. (FORMERLY KNOW AS “SAFETY QUICK FIGHTING & FANS CORP.”), a Florida corporation (the “Company”), whose address is 11030 Jones Bridge Road, Suite 206, Johns Creek, GA 30022, hereby promises to pay to the order of NIELSEN & BAINBRIDGE, LLC, a Delaware limited liability company (the “Holder”), at the Holder’s address at 12303 Technology Boulevard #950, Austin, Texas 78727, or at such other location as may be designated by the Holder from time to time in writing, the principal amount of $5,900,792.36, together with interest thereon calculated from the date hereof (the “Date of Issuance”) in accordance with the provisions of this Note.

1. Payment of Interest.

(a) Except as otherwise expressly provided herein, unpaid principal amounts shall accrue interest at a rate of the prime interest rate as reported in the Wall Street Journal plus 1.75% per annum. The rate shall be determined by the Holder on an annual basis and shall remain in effect for the twelve months following the determination thereof. The first determination shall be made on the date hereof and each one -year anniversary hereafter until the Maturity Date.

(b) Interest on this Note shall be computed on the basis of the actual number of days elapsed over a year of 365 days. In computing such interest, the date this Note is issued shall be included and the date of payment shall be excluded. Each payment shall be due and payable in arrears following the Date of Issuance up to and including the Maturity Date per the Interest Payment Schedule which is affixed to this agreement.

2. Payment of Principal on Note.

(a) Scheduled Payments. To the extent not sooner paid or required to be paid hereunder, the Company agrees to pay in cash to Holder:

(i) The Company agrees to pay to Holder two payments during such period in the amount of (1) on the Date of Issuance, an amount equal to $243,000 and (2) on December 30, 2021, an amount equal to all accrued and unpaid interest up to and including the date of such payment plus $100,000.

(ii) The Company agrees to pay to Holder the following four payments in the amount of (1) on July 1, 2022, an amount equal to all accrued interest up to and including such date, plus $200,000, (2) on December 30, 2022, an amount equal to all accrued interest up to and including such date, plus $200,000, (3) on July 1, 2023, an amount equal to all accrued interest up to and including such date, plus $200,000 and (4) on December 30, 2023 (the “Last Catch-Up Payment”), an amount equal to all accrued and unpaid interest up to and including such date plus $200,000.

(b) Monthly Payments. Commencing on January 15, 2024, and continuing on the same day of each and every calendar month thereafter during the term of this Note through and including the Maturity Date (as such term is defined below), the Borrower shall pay monthly equal installments of the principal amount equal to $144,175.53 plus all accrued and unpaid interest as of the date of such payment.

(c) Maturity and Prepayments. The Company shall pay any principal amount then outstanding after giving effect to any prepayments to Holder on the date that is sixty (60) months following the Date of Issuance (the “Maturity Date”), together with all accrued and unpaid interest on the principal amount being repaid and all other amounts owing hereunder. The Company may, at any time and from time to time, prepay all or any portion of the outstanding principal amount of this Note; provided that, in connection with each prepayment of principal hereunder, the Company shall also pay all accrued and unpaid interest on the principal amount of this Note being repaid. For the avoidance of doubt, any securities or stock delivered from Company to Holder shall not constitute a payment or prepayment of any obligation under this Note.

3. Security for Note. In addition to any security and/or collateral granted in favor of Holder pursuant to that certain Pledge and Security Agreement dated as of August 18, 2016 (the “Existing Security Agreement”), which shall remain in full force and effect and which shall secure any and all obligations owed to Holder by Company whether under this Note or otherwise and which has authorized filings of UCC-1 financing statements on the accounts receivable, inventory and other assets of the Company in the jurisdictions of Florida, Georgia and Texas, as security for the payment in full of the obligations evidenced by this Note and any and all other obligations owed by the Company to Holder (or its affiliates), the Company hereby grants Holder (together with its successors and assigns), to secure the payment and performance in full of all of the obligations of the Company under this Note or otherwise, a continuing security interest in, and pledge to Holder, all of the Company’s right, title and interest in, the Collateral (as defined below), wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof or in which the Company now has or at any time hereafter may acquire any right, title or interest. The Company represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first-priority security interest in the Collateral.

(a) For purposes of this Note, (i) “Collateral” means all of the Company’s right, title and interest in and to (A) all Goods, Accounts, Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Commercial Tort Claims, Documents, Instruments (including any promissory notes), Chattel Paper (whether tangible or electronic), Fixtures, Letters of Credit Rights (whether or not the letter of credit is evidenced by a writing), Securities (including debt securities and other debt which is owing to the Company, together all promissory notes and other instruments evidencing such debt), Intellectual Property and all other Investment Property, Supporting Obligations, and financial assets, whether now owned or hereafter acquired, wherever located; (B) Deposit Accounts, Securities Accounts, all cash, Money, Securities and other investments therein, and all Security Entitlements in respect thereof; (C) all contract rights including advisory and/or management agreements, and all related fees and income including all management and advisory fees; (D) all of the Company’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, Proceeds and insurance proceeds of any or all of the foregoing; (E) all present and future claims, rights, interests, assets and properties of the Company and (F) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; and (ii) all capitalized terms used in the definition of “Collateral” shall have the meaning ascribed to such terms in the Uniform Commercial Code, as in effect, from time to time, in the State of New York (the “Code”) or, if the context may require the Pledge and Security Agreement.

(b) The Company hereby authorizes Holder to file financing statements, without notice to the Company, with all appropriate jurisdictions to perfect or protect Holder’s interest or rights hereunder. The Company authorizes Holder to use the collateral description “all assets of the debtor” or “all assets of the debtor owned now and hereafter acquired” in any such financing statements. Upon the direction of the Holder, the Company shall deliver to Holder as representative and bailee, for the benefit of Holder, for purposes of perfecting Holder’s security interest in the following Collateral, each of the promissory notes and other instruments evidencing the indebtedness owed to the Company and such promissory notes or other instruments shall be accompanied by note powers (or allonges) or other instruments of transfer executed in blank, which are satisfactory to the Holder (along with such other documents as the Holder may request). The Company agrees, after any Event of Default, upon the request of Holder, to promptly assemble as directed by Holder any portion or all of the Collateral and make it available to Holder at a location to be determined by Holder and following an Event of Default, the Holder shall have available to it any and all rights available under the Code, equity or otherwise.

4. Events of Default.

(a) For purposes of this Note, the occurrence of any of the following shall be deemed to be an Event of Default (each such event, an “Event of Default”):

(i) the Company fails to pay when due and payable (whether at maturity or otherwise) any principal payment or any interest payment in each case on the applicable date on which such payment is required and such failure to pay is not cured by the Company within ten (10) business days after such failure to pay;

(ii) the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent; or any order for relief with respect to the Company is entered under the Federal Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company, or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (A) the Company by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within 60 days. For purposes of this Section 4(a)(ii), the term “Company” shall include any subsidiary of the Company; or

(iii) any security interests purported to be created hereunder shall cease to be, or shall be asserted in writing by the Company not to be, a valid and perfected, security interest in a portion of the Collateral covered hereby prior to all liens.

The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

(b) Consequences of Events of Default.

(i) If an Event of Default has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto), shall become immediately due and payable without any action on the part of Holder, and the Company shall immediately pay to Holder all amounts due and payable with respect to this Note.

(ii) Holder shall also have any other rights which Holder may have been afforded under any contract or agreement or the Code (including any applicable jurisdiction in which a UCC financing statement is filed) at any time and any other rights which Holder may have pursuant to applicable law.

(iii) The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Company hereunder.

(iv) If an Event of Default has occurred, the Holder shall have the right, with respect to the obligations hereunder, to exercise any and all rights and remedies available to a secured party under the Uniform Commercial Code in any applicable jurisdiction or other applicable law.

5. Transfer and Exchange; Replacement; Cancellation.

(a) Transfer and Exchange. This Note may only be transferred upon surrender of this Note for transfer or for exchange to the Company at its principal office, upon which the Company at its expense will (subject to the conditions set forth herein) execute and deliver in exchange therefor a new Note or Notes, as the case may be, as requested by Holder or transferee, having an aggregate principal amount equal to the unpaid principal amount of such surrendered Note, issued as Holder or transferee may request, dated so that there will be no gain or loss of interest on such surrendered Note and otherwise of like tenor. The issuance of a new Note shall be made without charge to Holder or transferee of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance.

(b) Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company (provided that if Holder is a financial institution or other institutional investor, its own agreement shall be satisfactory), or, in the case of any such mutilation, upon the surrender of this Note to the Company at its principal office, the Company shall (at its expense) execute and deliver, in lieu thereof, a new Note of the same class and representing the same rights represented by such lost, stolen, destroyed or mutilated Note and dated so that there will be no loss of interest on such Note. If any such new Note has been so executed and delivered by the Company, this Note shall not be deemed to be an outstanding Note for any purpose.

(c) Cancellation. After all principal, accrued interest, and all other amounts at any time owed or unpaid on this Note have been paid in full, this Note shall be surrendered to the Company for cancellation.

6. Payments. All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds without any set off, counterclaim or deduction whatsoever. Any payment received by Holder after 12:00 noon (New York time) on any day, will be deemed to have been received on the next following business day.

7. Place of Payment. Payments of principal, interest, and other amounts shall be delivered to Holder at the address indicated in the Company’s records or to such other address or to the attention of such other person as specified by prior written notice to the Company.

8. Business Days. If any payment is due, or any time period for giving notice or taking action expires, on a day which is not a business day, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

9. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Note and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Note (and all schedules and exhibits hereto), even though under their jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

10. Usury Laws. It is the intention of the Company and Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an election by Holder resulting from an Event of Default, voluntary prepayment by the Company or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of Holder either be rebated to the Company or credited on the principal amount of this Note, or if this Note has been paid, then the excess shall be rebated to the Company. The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Company.

11. Further Assurances. Subject to the limitations set forth herein, from time to time the Company shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as Holder may reasonably request for the purposes of implementing or effectuating the provisions of this Note, or of renewing the rights of Holder with respect to the Collateral as to which Holder has a perfected lien pursuant hereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.

12. Payment of Expenses; Indemnification. The Company shall to pay or reimburse Holder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Note, including the reasonable fees, disbursements and other charges of counsel to Holder, and shall indemnify and hold harmless Holder and its affiliates and its and their respective directors, officers, employees, agents, trustees and advisors from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and documented costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever, including fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Note. The agreements in this Section 12 shall survive repayment of this Note.

13. Notices. All notices under this Note shall be in writing and shall be delivered either by electronic mail, personally (receipt acknowledged), or by recognized overnight courier service (delivery charges pre-paid for next business day delivery and receipt confirmed) and addressed to:

if to the Holder:

NIELSEN & BAINBRIDGE, LLC

12303 Technology Boulevard #950, Austin, Texas 78727

Attention: Andrew Khoo

E-mail: [*]

if to the Company:

SQL TECHNOLOGY CORP.

11030 Jones Bridge Road, Suite 206

Johns Creek, GA 30022

Attention: Patty Baron

E-mail: [*]

Notice shall be deemed serviced on the date of delivery, or date of refusal, if hand delivered with proof of delivery, or the next business day, if sent by overnight courier, as the case may be. The Holder or Company may change their address for service of notice under this Note by providing notice in accordance with this Section 13.

* * * * *

For the avoidance of any doubt, this Note is a replacement of the $10,000,000.00 Line of Credit Promissory Note dated April 13, 2016, and sets forth the complete agreement between the parties, except with respect to the Pledge and Security Agreement dated August 18, 2016.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first written above.

SQL TECHNOLOGY CORP.
By:	/s/ John P. Campi
Name:	John P. Campi
Title:	Chief Executive Officer

AGREED TO AND ACCEPTED AS OF

THE DATE FIRST WRITTEN ABOVE

NIELSON & BAINBRIDGE, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By:	/s/ Stephanie Suggs
Name:	Stephanie Suggs
Title:	CFO 12/14/21

[Signature page to Note]

EX-10.12

Exhibit 10.12

SECURITIES SUBSCRIPTION AGREEMENT

As of _____________, 2020

SQL Technologies Corp.

4400 North Point Parkway, Suite 154

Alpharetta, GA 30022

Investors:

1. Subscription; Payment.

(a) The undersigned subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of common stock of SQL Technologies Corp., no par value per share (“Common Stock”), in the number and principal amount set forth on the signature page hereto, from SQL Technologies Corp., a Florida corporation (the “Company”), in connection with the Company’s offering of up to $30,000,000 in the aggregate principal amount of shares of Common Stock (the “Securities”), pursuant to the terms set forth in the Confidential Term Sheet attached as Exhibit A hereto and this Securities Subscription Agreement (the “Offering”). This Securities Subscription Agreement, which incorporates by reference all exhibits and schedules attached to the Investor Package issued in connection with the Offering and dated January 2020, shall be hereinafter referred to as the “Subscription Agreement”; together with such exhibits and schedules attached hereto, the “Offering Documents”. Any capitalized term not defined herein shall have the meaning of such term as has been set forth in the Offering Documents. The minimum investment per Subscriber shall be $1,000,000, which may be waived by the Company in its sole discretion. All amounts in this Subscription Agreement are expressed in U.S. Dollars.

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 C hereto.

The Offering shall remain open for one or more separate closings (each a “Closing” and each date upon which a Closing occurs, a “Closing Date”), until June 30, 2020.

(b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of shares of Common Stock set forth on the signature page hereto (the “Shares”), at a purchase price of Twelve Dollars ($12.00) per share of Common Stock, for the aggregate principal amount set forth on the signature page hereto (the “Original Purchase Price”). When this Subscription Agreement is accepted and executed by the Company, the Company agrees to issue the Shares to the Subscriber. The total aggregate principal amount of Securities issued in this Offering will be up to $30,000,000, unless increased by the Company. The Purchase Price is payable by wire transfer to SQL Technologies Corp. pursuant to the following wire instructions:

WIRING INSTRUCTIONS

[*]

[*]

[*]

[*]

Provided that (i) the Subscriber has satisfied all conditions set forth herein and (ii) the Company has accepted and executed this Subscription Agreement, the Shares purchased by the Subscriber will be delivered to the Subscriber by the Company promptly following the Closing Date. In the event that a Closing does not occur, Subscriber’s funds will be returned by the Company to the Subscriber.

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2. Subscriber Representations, Warranties and Agreements. The Subscriber hereby acknowledges, represents and warrants as follows (with the understanding that the Company will rely on such representations and warranties in determining, among other matters, the suitability of this investment for the Subscriber in order to comply with federal and state securities laws):

(a) In connection with this subscription, the Subscriber has read this Subscription Agreement. The Subscriber acknowledges that this Subscription Agreement is not intended to set forth all of the information which might be deemed pertinent by an investor who is considering an investment in the Securities. It is the responsibility of the Subscriber (i) to determine what additional information he desires to obtain in evaluating this investment, and (ii) to obtain such information from the Company.

(b) THIS OFFERING IS LIMITED TO PERSONS WHO ARE “ACCREDITED INVESTORS,” AS THAT TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND WHO HAVE THE FINANCIAL MEANS AND THE BUSINESS, FINANCIAL AND INVESTMENT EXPERIENCE AND ACUMEN TO CONDUCT AN INVESTIGATION AS TO, AND TO EVALUATE, THE MERITS AND RISKS OF THIS INVESTMENT. THE SUBSCRIBER HEREBY REPRESENTS THAT HE HAS READ, IS FAMILIAR WITH AND UNDERSTANDS RULE 501 OF REGULATION D UNDER THE ACT. THE SUBSCRIBER IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE ACT.

(c) The Subscriber has had full access to all the information which the Subscriber (or the Subscriber’s advisor(s)) considers necessary or appropriate to make an informed decision with respect to the Subscriber’s investment in the Securities. The Subscriber acknowledges that the Company has made available to the Subscriber and the Subscriber’s advisors the opportunity to examine and copy any contract, matter or information which the Subscriber considers relevant or appropriate in connection with this investment and to ask questions and receive answers relating to any such matters including, without limitation, the financial condition, management, employees, business, obligation, corporate books and records, budgets, business plans of and other matters relevant to the Company. To the extent the Subscriber has not sought information regarding any particular matter, the Subscriber represents that he or she had and has no interest in doing so and that such matters are not material to the Subscriber in connection with this investment. The Subscriber has accepted the responsibility for conducting the Subscriber’s own investigation and obtaining for itself such information as to the foregoing and all other subjects as the Subscriber deems relevant or appropriate in connection with this investment. The Subscriber is not relying on any representation or warranty other than that contained herein. The Subscriber acknowledges that no representation regarding projected revenues or a projected rate of return has been made to it by any party.

(d) The Subscriber understands that the Offering of the Securities has not been registered under the Act, in reliance on an exemption for private offerings provided pursuant to Section 4(2) of the Securities Act and that, as a result, the Securities will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and, accordingly, under Rule 144 as currently in effect, that the Securities must be held for at least one (1) year after the investment has been made (or indefinitely if the Subscriber is deemed an “affiliate” within the meaning of such rule) unless the Securities are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration. The Subscriber further understands that the Offering has not been qualified or registered under any foreign or state securities laws in reliance upon the representations made and information furnished by the Subscriber herein and any other documents delivered by the Subscriber in connection with this Subscription Agreement; that the Offering has not been reviewed by the U.S. Securities and Exchange Commission or by any foreign or state securities authorities; that the Subscriber’s rights to transfer the Securities will be restricted, which includes restrictions against transfers unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor suitability standards); and that the Company may in its sole discretion require the Subscriber to provide at Subscriber’s own expense an opinion of its counsel to the effect that any proposed transfer is not in violation of the Securities Act or any state securities laws.

(e) The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Common Stock. The Subscriber is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), affiliated with any broker or dealer registered under Section 15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority.

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(f) The Subscriber understands and acknowledges that the Company is currently not registered under Section 12(g) of the Exchange Act and has no public reporting obligations under Section 15(d) of the Exchange Act which would subject it to public reporting obligations, including annual, quarterly or periodic reports, and it is not required to comply with certain laws, rules, and regulations that address corporate governance, internal control reporting, and related matters. The Subscriber understands and acknowledges that its ability to effectuate a resale of restricted securities under Rule 144 under the Securities Act will be subject to certain requirements, including the availability of information made publicly available by the Company in its sole discretion.

(g) Each of this Subscription Agreement and the Offering Documents, have been duly and validly authorized, executed and delivered on behalf of the Subscriber and is a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Subscriber has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement and the Offering Documents, and each other agreement entered into by the parties hereto, in connection with the transactions contemplated by this Subscription Agreement.

(h) The execution, delivery and performance of this Subscription Agreement and the Offering Documents by the Subscriber and the consummation by the Subscriber of the transactions contemplated hereby and thereby will not (i) result in a violation of the certificate of incorporation, by-laws or other documents of organization of the Subscriber, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Subscriber is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the Subscriber.

(i) The Subscriber understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.

(j) The Subscriber acknowledges that there will be no market for the Securities and that the Subscriber may not be able to sell or dispose of them; the Subscriber has liquid assets sufficient to assure that the purchase price of the Securities will cause no undue financial difficulties and that, after purchasing the Securities the Subscriber will be able to provide for any foreseeable current needs and possible personal contingencies; the Subscriber is able to bear the risk of illiquidity and the risk of a complete loss of this investment.

(k) The information in any documents delivered by the Subscriber in connection with this subscription, including, but not limited to the Investor Questionnaire, is true, correct and complete in all respects as of the date hereof. The Subscriber agrees promptly to notify the Company in writing of any change in such information after the date hereof.

(l) The Offering and sale of the Securities to the Subscriber were not made through any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement, or as part of a general solicitation.

(m) The Subscriber recognizes that an investment in the Securities involves significant risks, which risks could give rise to the loss of the Subscriber’s entire investment in such securities.

(n) The Subscriber is purchasing the Securities for the Subscriber’s own account, with the intention of holding the Securities, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.

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(o) The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Securities. The Subscriber has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.

(p) The Subscriber is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely or to afford a complete loss of the Subscriber’s investment in the Securities.

(q) If the Subscriber is a partnership, corporation, trust, or other entity, (i) the Subscriber has enclosed with this Subscription Agreement appropriate evidence of the authority of the individual executing this Subscription Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the certificate of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the Subscriber represents and warrants that it was not organized or reorganized for the specific purpose of acquiring the Securities, (iii) the Subscriber has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.

3. Representations and Warrants of the Company. As a material inducement of the Subscriber to enter into this Subscription Agreement and subscribe for the Securities, the Company represents and warrants to the Subscriber, as of the date hereof, as follows:

(a) Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Florida, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. “Material Adverse Effect” means any circumstance, change in, or effect on the Company that, individually or in the aggregate with any other similar circumstances, changes in, or effects on, the Company taken as a whole: (i) is, or is reasonably expected to be, materially adverse to the business, operations, assets, liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Company taken as a whole, or (ii) is reasonably expected to adversely affect the ability of the Company to operate or conduct the Company’s business in the manner in which it is currently operated or conducted or proposed to be operated or conducted by the Company.

(b) Authority. The execution, delivery and performance of this Subscription Agreement and the other Offering Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company.

(c) No Conflict. The execution, delivery and performance of this Subscription Agreement and the other Offering Documents, and the consummation of the transactions contemplated hereby and thereby do not (i) violate or conflict with the Company’s articles of incorporation, By-laws or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect. This Subscription Agreement and the Offering Documents when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally).

(d) Authorization. Issuance of the Securities to the Subscriber has been duly authorized by all appropriate corporate actions of the Company.

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(e) Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material adverse effect on the Company.

(f) Use of Proceeds. The proceeds of this Offering and sale of the Securities, net of payment of accounting, legal and any other placement related expenses, will be used by the Company for working capital and other general corporate purposes subject to the restrictions set forth in the Securities and on Schedule 2 hereto.

(g) Consents/Approvals. No consents, filings (other than federal and state securities filings relating to the issuance of the Securities pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Subscription Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

(h) Commissions; Related Party. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby, except advisory and/or professional fees in the normal course of business.

(i) Capitalization. A capitalization table illustrating the authorized and the outstanding capital stock of the Company as of December 31, 2019 is attached as Schedule 3 hereto. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and non-assessable. As of the date hereof, except as disclosed in Schedule 3 hereto, Schedule 3.2 hereto, or pursuant to any other issuance of Securities in the Offering, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding debt securities; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (iv) there are no outstanding securities of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; and (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. The Company will furnish to the Subscriber upon request, true and correct copies of the Company’s articles of incorporation and certificate of designation of its Series A Preferred Stock, as amended and in effect on the date hereof, and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 3.1 hereto also lists all outstanding debt facilities of the Company for borrowed money.

(j) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened, the effect of which would be reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement.

(k) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other infringement.

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(l) Environmental Laws. The Company and its subsidiaries (i) are to the Company’s knowledge in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in clauses (i), (ii) or (iii) above would be reasonably likely to result in a Material Adverse Effect.

(m) Disclosure. No representation or warranty by the Company in this Subscription Agreement, the other Offering Documents, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Subscription Agreement or the other Offering Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company and its subsidiaries at the time of the execution of this Subscription Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Subscribers that would have a Material Adverse Effect.

(n) Title. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. Any real property and facilities held under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(o) Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee.

(p) Tax Status. The Company and each of its subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, and all such returns, reports and declarations are true, correct and accurate in all material respects. The Company has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have been established, in accordance with generally accepted accounting principles.

(q) Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.

(r) Restrictions on Business Activities. There is no judgment, order, decree, writ or injunction binding upon the Company or any subsidiary or, to the knowledge of the Company or any subsidiary, threatened that has or could prohibit or impair the conduct of their respective businesses as currently conducted or any business practice of the Company or any subsidiary, including the acquisition of property, the provision of services, the hiring of employees or the solicitation of clients, in each case either individually or in the aggregate.

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(s) Anti-Dilutive Price Protection. With the exception of Exempt Issuances (as defined in subsection (D) below), for a period beginning on the final Closing of this Offering and continuing for twenty-four (24) months thereafter:

(A) If the Offering plus the Company’s October 2019 Offering closed with gross proceeds, in the aggregate, of less than Fifty Million Dollars ($50,000,000) (the “Primary Issue”) and the Company thereafter issues additional shares of Common Stock or any security convertible into, equivalent to or otherwise exchangeable for shares of Common Stock (collectively, the “Company Securities”), inclusive of all issuances pursuant to this Offering, up to the Primary Issue at a price per share less than the Purchase Price (such lower price per share, the “Discounted Issuance Price”, and such issuance, a “Dilutive Issuance”), then (i) the Purchase Price shall be reduced, concurrently with such Dilutive Issuance, to the Discounted Issuance Price; and (ii) the Investor will be entitled to receive the number additional shares of Common Stock (the “Supplemental Shares”) that bring the Investor’s total share issuance to an amount of shares calculated on a per share price equal to such Discounted Issuance Price, without additional consideration.

(B) If the Company issues an amount of Company Securities in excess of the Primary Issue (a “Secondary Issuance”), then (i) the Purchase Price per share shall be equal to the lesser of: (1) $12.00, (2) the Discounted Issuance Price as defined in subsection (A) above, or (3) a price per share equal to the per share price of Company Securities in the Secondary Issuance (the “Secondary Issuance Price”), less thirty percent (30%) of the Secondary Issuance Price (the “Discounted Secondary Issuance Price”); and (ii) if the Purchase Price becomes the Discounted Secondary Issuance Price, the Investor will be entitled to receive, in connection with such Secondary Issuance, the number of Supplemental Shares that bring the Investor’s total share issuance pursuant to the Offering to an amount of shares calculated on a per share price equal to such Discounted Secondary Issuance Price, without additional consideration.

(C) Any price adjustment herein shall be calculated to the nearest cent. The Company shall issue the Supplemental Shares to the Investor promptly following the Dilutive Issuance or Secondary Issuance, as applicable, to which such Supplemental Shares relate.

(D) The term “Exempt Issuances” means (i) issuances of Company Securities to employees, directors, service providers and consultants; (ii) issuances of Company Securities in connection with the conversion or exercise of convertible or exercisable Company Securities outstanding as of the effective date of the Offering; (iii) issuances of Company Securities in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Company Securities for strategic business partners, joint ventures and alliances; and (v) issuances of Company Securities in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature.

4. Legends. The Subscriber understands and agrees that the Company will cause any necessary legends in addition to representations to be placed upon the Securities, together with any other legend that may be required by federal or state securities laws or deemed necessary or desirable by the Company, in the form substantially as follows:

THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

5. General Provisions.

(a) Confidentiality. The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Subscriber in connection with this Offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Subscriber; provided, however, that a Subscriber may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Subscriber’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.

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(b) Successors. The covenants, representations and warranties contained in this Subscription Agreement shall be binding on the Subscriber’s and the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior written consent of the other party.

(c) Counterparts. This Subscription Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

(d) Execution by Facsimile or Email. Execution and delivery of this Subscription Agreement by facsimile transmission or email (including the delivery of documents in Adobe PDF format or other machine-readable electronic format) shall constitute execution and delivery of this Subscription Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

(e) Governing Law and Jurisdiction. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts to be wholly performed within such state and without regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of Florida. Any legal action or proceeding arising out of or relating to this Subscription Agreement and/or the other Offering Documents may be instituted in the courts of the State of Florida sitting in Broward County or in the United States District Court for the Southern District of Florida, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding. Subscriber 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 Subscription Agreement and/or the other Offering Documents and brought in any such court, any claim that Subscriber is not subject personally to the jurisdiction of the above named courts, that Subscriber’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.

(f) Indemnification Generally.

(i) The Company, on the one hand, and the Subscriber, on the other hand (each an “Indemnifying Party”), shall indemnify the other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) resulting from any breach of a representation and warranty, covenant or agreement by the Indemnifying Party and all claims, charges, actions or proceedings incident to or arising out of the foregoing.

(ii) Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

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(g) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently designate in writing to the other party):

(h) if to the Company:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265

Alpharetta, GA 30022

Attention: Mr. John P. Campi

with a copy to:

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH 43215-6101

Attention: Mr. Rob D. Powell

(ii) If to Subscriber, to the address set forth next to its name on the signature page hereto.

(h) Entire Agreement. This Subscription Agreement (including the exhibits attached hereto) and other Offering Documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings between or among the parties with respect to such subject matter. The exhibits constitute a part hereof as though set forth in full above.

(i) Amendment; Waiver. This Subscription Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by both parties. No failure to exercise and no delay in exercising, any right, power or privilege under this Subscription Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Subscription Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.

[Signature Page Follows]

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INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL

OMNIBUS SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT
TO PURCHASE SQL TECHNOLOGIES CORP.’S COMMON STOCK

DOLLAR AMOUNT INVESTED:	US $
NUMBER OF SHARES SUBSCRIBED FOR:
AMOUNT INVESTED TO BE SENT VIA:	☐ Check (enclosed)        ☐ Wire

NAME IN WHICH THE SECURITIES SHOULD BE ISSUED:

SUBSCRIBER ADDRESS INFORMATION:

For individual subscribers this address should be the Subscriber’s primary legal residence. For entities other than individual subscribers, please provide address information for the entities primary place of business. Information regarding a joint subscriber should be included in the column at right.

Legal Address	Legal Address
City, State and Zip Code	City, State and Zip Code
Tax ID (EIN, SSN, OR ITIN)	Tax ID (EIN, SSN, OR ITIN)
Telephone Number / Facsimile Number	Telephone Number / Facsimile Number
Email Address	Email Address

ALTERNATE ADDRESS INFORMATION:

Please enter an alternate address if you wish to receive correspondence at an address other than the address listed above.

Alternative Address for Correspondence	Alternative Address for Correspondence
City, State and Zip Code	City, State and Zip Code
Other (telephone, fax, email)	Other (telephone, fax, email)

AGREED AND SUBSCRIBED	AGREED AND SUBSCRIBED
This ___ day of __________, 2020	This ___ day of __________, 2020
Subscriber:	SQL TECHNOLOGIES CORP.

By:	By:
Name:		John P. Campi
Title:		Chief Executive Officer

EX-10.13

Exhibit 10.13

SECURITIES SUBSCRIPTION AGREEMENT

As of _______, 2021

SQL Technologies Corp.

4400 North Point Parkway, Suite 154

Alpharetta, GA 30022

Investors:

1. Subscription; Payment.

(a) The undersigned subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of common stock of SQL Technologies Corp., no par value per share (“Common Stock”), in the number and principal amount set forth on the signature page hereto, from SQL Technologies Corp., a Florida corporation (the “Company”), in connection with the Company’s offering of up to $25,000,000 in the aggregate principal amount of shares of Common Stock (the “Securities”), pursuant to the terms set forth in the Confidential Term Sheet attached as Exhibit B hereto and this Securities Subscription Agreement (the “Offering”). This Securities Subscription Agreement, which incorporates by reference all exhibits and schedules attached to the Investor Package issued in connection with the Offering and dated August 2021, shall be hereinafter referred to as the “Subscription Agreement”; together with such exhibits and schedules attached hereto, the “Offering Documents”. Any capitalized term not defined herein shall have the meaning of such term as has been set forth in the Offering Documents. The minimum investment per Subscriber shall be $100,000, which may be waived by the Company in its sole discretion. All amounts in this Subscription Agreement are expressed in U.S. Dollars.

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.

The Offering shall remain open for one or more separate closings until September 15, 2021 (each a “Closing” and each date upon which a Closing occurs, a “Closing Date”), unless otherwise extended or modified by the Company in its sole and absolute discretion until October 15, 2021 and November 30,2021, respectively.

(b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of shares of Common Stock set forth on the signature page hereto (the “Shares”), at a purchase price of Twelve Dollars ($12.00) per share of Common Stock, for the aggregate principal amount set forth on the signature page hereto (the “Original Purchase Price”). Each share of Common Stock purchased shall include one (1) Warrant in the Form of Warrant attached hereto as Exhibit C-1. When this Subscription Agreement is accepted and executed by the Company, the Company agrees to issue the Shares and the Warrants to the Subscriber. The total aggregate principal amount of Securities issued in this Offering will be up to $25,000,000, unless increased by the Company. The Purchase Price is payable by wire transfer to our escrow agent, Signature Bank for SQL Technologies Corp. pursuant to the following wire instructions:

WIRING INSTRUCTIONS

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Provided that (i) the Subscriber has satisfied all conditions set forth herein and (ii) the Company has accepted and executed this Subscription Agreement, the Shares purchased by the Subscriber will be delivered to the Subscriber by the Company promptly following the Closing Date. In the event that a Closing does not occur, Subscriber’s funds will be returned by the Company to the Subscriber.

2. Subscriber Representations, Warranties and Agreements. The Subscriber hereby acknowledges, represents and warrants as follows (with the understanding that the Company will rely on such representations and warranties in determining, among other matters, the suitability of this investment for the Subscriber in order to comply with federal and state securities laws):

(a) In connection with this subscription, the Subscriber has read this Subscription Agreement. The Subscriber acknowledges that this Subscription Agreement is not intended to set forth all of the information which might be deemed pertinent by an investor who is considering an investment in the Securities. It is the responsibility of the Subscriber (i) to determine what additional information he desires to obtain in evaluating this investment, and (ii) to obtain such information from the Company.

(b) THIS OFFERING IS LIMITED TO PERSONS WHO ARE “ACCREDITED INVESTORS,” AS THAT TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND WHO HAVE THE FINANCIAL MEANS AND THE BUSINESS, FINANCIAL AND INVESTMENT EXPERIENCE AND ACUMEN TO CONDUCT AN INVESTIGATION AS TO, AND TO EVALUATE, THE MERITS AND RISKS OF THIS INVESTMENT. THE SUBSCRIBER HEREBY REPRESENTS THAT HE HAS READ, IS FAMILIAR WITH AND UNDERSTANDS RULE 501 OF REGULATION D UNDER THE ACT. THE SUBSCRIBER IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE ACT.

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(c) The Subscriber has had full access to all the information which the Subscriber (or the Subscriber’s advisor(s)) considers necessary or appropriate to make an informed decision with respect to the Subscriber’s investment in the Securities. The Subscriber acknowledges that the Company has made available to the Subscriber and the Subscriber’s advisors the opportunity to examine and copy any contract, matter or information which the Subscriber considers relevant or appropriate in connection with this investment and to ask questions and receive answers relating to any such matters including, without limitation, the financial condition, management, employees, business, obligation, corporate books and records, budgets, business plans of and other matters relevant to the Company. To the extent the Subscriber has not sought information regarding any particular matter, the Subscriber represents that he or she had and has no interest in doing so and that such matters are not material to the Subscriber in connection with this investment. The Subscriber has accepted the responsibility for conducting the Subscriber’s own investigation and obtaining for itself such information as to the foregoing and all other subjects as the Subscriber deems relevant or appropriate in connection with this investment. The Subscriber is not relying on any representation or warranty other than that contained herein. The Subscriber acknowledges that no representation regarding projected revenues or a projected rate of return has been made to it by any party.

(d) The Subscriber understands that the Offering of the Securities has not been registered under the Act, in reliance on an exemption for private offerings provided pursuant to Section 4(a)(2) of the Securities Act and that, as a result, the Securities will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and, accordingly, under Rule 144 as currently in effect, that the Securities must be held for at least one (1) year after the investment has been made (or indefinitely if the Subscriber is deemed an “affiliate” within the meaning of such rule) unless the Securities are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration. The Subscriber further understands that the Offering has not been qualified or registered under any foreign or state securities laws in reliance upon the representations made and information furnished by the Subscriber herein and any other documents delivered by the Subscriber in connection with this Subscription Agreement; that the Offering has not been reviewed by the U.S. Securities and Exchange Commission or by any foreign or state securities authorities; that the Subscriber’s rights to transfer the Securities will be restricted, which includes restrictions against transfers unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor suitability standards); and that the Company may in its sole discretion require the Subscriber to provide at Subscriber’s own expense an opinion of its counsel to the effect that any proposed transfer is not in violation of the Securities Act or any state securities laws.

(e) The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Common Stock. The Subscriber is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), affiliated with any broker or dealer registered under Section 15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority.

(f) The Subscriber understands and acknowledges that the Company is currently not registered has under Section 12(g) of the Exchange Act and has no public reporting obligations under Section 15(d) of the Exchange Act which would subject it to public reporting obligations, including annual, quarterly or periodic reports, and it is not required to comply with certain laws, rules, and regulations that address corporate governance, internal control reporting, and related matters. The Subscriber understands and acknowledges that its ability to effectuate a resale of restricted securities under Rule 144 under the Securities Act will be subject to certain requirements, including the availability of information made publicly available by the Company in its sole discretion.

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(g) Each of this Subscription Agreement and the Offering Documents, have been duly and validly authorized, executed and delivered on behalf of the Subscriber and is a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Subscriber has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement and the Offering Documents, and each other agreement entered into by the parties hereto, in connection with the transactions contemplated by this Subscription Agreement.

(h) The execution, delivery and performance of this Subscription Agreement and the Offering Documents by the Subscriber and the consummation by the Subscriber of the transactions contemplated hereby and thereby will not (i) result in a violation of the certificate of incorporation, by-laws or other documents of organization of the Subscriber, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Subscriber is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the Subscriber.

(i) The Subscriber understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.

(j) The Subscriber acknowledges that there will be no market for the Securities and that the Subscriber may not be able to sell or dispose of them; the Subscriber has liquid assets sufficient to assure that the purchase price of the Securities will cause no undue financial difficulties and that, after purchasing the Securities the Subscriber will be able to provide for any foreseeable current needs and possible personal contingencies; the Subscriber is able to bear the risk of illiquidity and the risk of a complete loss of this investment.

(k) The information in any documents delivered by the Subscriber in connection with this subscription, including, but not limited to the Investor Questionnaire, is true, correct and complete in all respects as of the date hereof. The Subscriber agrees promptly to notify the Company in writing of any change in such information after the date hereof.

(l) The Offering and sale of the Securities to the Subscriber were not made through any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement, or as part of a general solicitation.

(m) The Subscriber recognizes that an investment in the Securities involves significant risks, which risks could give rise to the loss of the Subscriber’s entire investment in such securities.

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(n) The Subscriber is purchasing the Securities for the Subscriber’s own account, with the intention of holding the Securities, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.

(o) The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Securities. The Subscriber has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.

(p) The Subscriber is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely or to afford a complete loss of the Subscriber’s investment in the Securities.

(q) If the Subscriber is a partnership, corporation, trust, or other entity, (i) the Subscriber has enclosed with this Subscription Agreement appropriate evidence of the authority of the individual executing this Subscription Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the certificate of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the Subscriber represents and warrants that it was not organized or reorganized for the specific purpose of acquiring the Securities, (iii) the Subscriber has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.

3. Representations and Warrants of the Company. As a material inducement of the Subscriber to enter into this Subscription Agreement and subscribe for the Securities, the Company represents and warrants to the Subscriber, as of the date hereof, as follows:

(a) Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Florida, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. “Material Adverse Effect” means any circumstance, change in, or effect on the Company that, individually or in the aggregate with any other similar circumstances, changes in, or effects on, the Company taken as a whole: (i) is, or is reasonably expected to be, materially adverse to the business, operations, assets, liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Company taken as a whole, or (ii) is reasonably expected to adversely affect the ability of the Company to operate or conduct the Company’s business in the manner in which it is currently operated or conducted or proposed to be operated or conducted by the Company.

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(b) Authority. The execution, delivery and performance of this Subscription Agreement and the other Offering Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company.

(c) No Conflict. The execution, delivery and performance of this Subscription Agreement and the other Offering Documents, and the consummation of the transactions contemplated hereby and thereby do not (i) violate or conflict with the Company’s articles of incorporation, By-laws or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect. This Subscription Agreement and the Offering Documents when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally).

(d) Authorization. Issuance of the Securities to the Subscriber has been duly authorized by all appropriate corporate actions of the Company.

(e) Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material adverse effect on the Company.

(f) Use of Proceeds. The proceeds of this Offering and sale of the Securities, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes subject to the restrictions set forth in the Securities and on Schedule 2 hereto.

(g) Consents/Approvals. No consents, filings (other than federal and state securities filings relating to the issuance of the Securities pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Subscription Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

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(h) Commissions; Related Party. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby other than those fees payable to a Placement Agent pursuant to that certain Placement Agent Agreement, dated September 28, 2018, as amended, by and between the Company and Newbridge Securities Corporation, such fees shall not be in excess of eight percent (8%) of aggregate capital raised in the Offering. Leonard Sokolow is a member of the Company’s Board of Directors, Chairman of its Audit Committee and a member of its Corporate Development Committee and an investor and otherwise a holder of the Company’s securities. Leonard Sokolow is also CEO & President of Newbridge Financial, Inc. and Chairman and a registered representative of its broker dealer subsidiary, Newbridge Securities Corporation. As a result, he may directly or indirectly receive or otherwise benefit from a portion of the fees paid to Newbridge Securities Corporation. Newbridge Securities Corporation has provided additional disclosures in Exhibit E.

(i) Capitalization. A capitalization table illustrating the authorized and the outstanding capital stock of the Company as of December 31, 2020 is attached as Schedule 3 hereto. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and non-assessable. As of the date hereof, except as disclosed in Schedule 3 hereto, Schedule 3.2 hereto, or pursuant to any other issuance of Securities in the Offering, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding debt securities; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (iv) there are no outstanding securities of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; and (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. The Company will furnish to the Subscriber upon request, true and correct copies of the Company’s articles of incorporation and certificate of designation of its Series A Preferred Stock, as amended and in effect on the date hereof, and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 3.1 hereto also lists all outstanding debt facilities of the Company for borrowed money.

(j) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened, the effect of which would be reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement.

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(k) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other infringement.

(l) Environmental Laws. The Company and its subsidiaries (i) are to the Company’s knowledge in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in clauses (i), (ii) or (iii) above would be reasonably likely to result in a Material Adverse Effect.

(m) Disclosure. No representation or warranty by the Company in this Subscription Agreement, the other Offering Documents, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Subscription Agreement or the other Offering Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company and its subsidiaries at the time of the execution of this Subscription Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Subscribers that would have a Material Adverse Effect.

(n) Title. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. Any real property and facilities held under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(o) Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee.

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(p) Tax Status. The Company and each of its subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, and all such returns, reports and declarations are true, correct and accurate in all material respects. The Company has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have been established, in accordance with generally accepted accounting principles.

(q) Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.

(r) Restrictions on Business Activities. There is no judgment, order, decree, writ or injunction binding upon the Company or any subsidiary or, to the knowledge of the Company or any subsidiary, threatened that has or could prohibit or impair the conduct of their respective businesses as currently conducted or any business practice of the Company or any subsidiary, including the acquisition of property, the provision of services, the hiring of employees or the solicitation of clients, in each case either individually or in the aggregate.

4. Anti-Dilutive Price Protection for Common Stock and Warrants.

(a) With the exception of Exempt Issuances (as defined below in subsection (e) below), for a period beginning on the date of the Closing and continuing for twenty four (24) months thereafter, if the Company hereafter issues additional shares of Common Stock or any security convertible into, equivalent to or otherwise exchangeable for shares of Common Stock (collectively, the “Company Securities”) in a private offering, a public offering through an initial public offering, follow-on offering or a sale to or merger with a public company, as the case may be, (either such issuances, a “Subsequent Issuance”), then the Purchase Price Per Share shall be equal to the lesser of:

(i)	$12.00; or
(ii)	a price per share equal to the per share price of Company Securities in a Subsequent Issuance less thirty percent (30.0%) of the Subsequent Issuance price (the “Discounted Subsequent Issuance Price”).

(b) In the event the Purchase Price becomes the Discounted Subsequent Issuance Price, the Subscriber will be entitled to receive, in connection with such Subsequent Issuance, the number of additional shares of Common Stock (the “Supplemental Shares”) that bring the Subscriber’s total shares Common Stock issuance pursuant to this investment to an amount of shares calculated on a per share price equal to such Discounted Subsequent Issuance Price, without additional consideration.

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(c) In addition, for each Unit directly purchased by the Subscriber, the Company shall also grant to the Subscriber one (1) Warrant to purchase one (1) share of Common Stock. The Warrant shall have a three (3) year term from the date of this Agreement and shall be exercisable at the lesser of:

(i)	the $12.00 Exercise Price; or
(ii)	the price per share equal to the per share price of Sky Tech Common Stock in a Subsequent Issuance less thirty percent (30.0%) of the Subsequent Issuance price (the “Discounted Exercise Price”).

The number of such Warrants shall not be adjusted due a Discounted Subsequent Issuance Price, only the exercise price of the Warrants.

(d) Any price adjustment herein shall be calculated to the nearest cent. The Company shall issue the Supplemental Shares to the Subscriber promptly following the Subsequent Issuance to which such Supplemental Shares relate.

(e) The term “Exempt Issuances” means (i) issuances of Company Securities to employees, directors, service providers and consultants, whether or not pursuant to the Company’s then-current Stock Incentive Plan; (ii) issuances of Company Securities in connection with the conversion or exercise of convertible or exercisable Company Securities outstanding as of the effective date of the Sale; (iii) issuances of Company Securities in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Company Securities for strategic business partners, joint ventures and alliances; (v) issuances of Company Securities in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature; and (vi) private offerings within the twenty-four (24) months following the date of this Agreement, including investments by the Subscriber, up to Twenty Five Million Dollars ($25,000,000) of the Company Securities on terms and conditions no more favorable to an investor than the terms and conditions of the transaction represented by this Agreement, until the Company completes an initial public offering, follow-on public offering or a sale to or merger with a public company.

5. Legends. The Subscriber understands and agrees that the Company will cause any necessary legends in addition to representations to be placed upon the Securities, together with any other legend that may be required by federal or state securities laws or deemed necessary or desirable by the Company, in the form substantially as follows:

THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

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6. General Provisions.

(a) Confidentiality. The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Subscriber in connection with this Offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Subscriber; provided, however, that a Subscriber may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Subscriber’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.

(b) Successors. The covenants, representations and warranties contained in this Subscription Agreement shall be binding on the Subscriber’s and the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior written consent of the other party.

(c) Counterparts. This Subscription Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

(d) Execution by Facsimile or Email. Execution and delivery of this Subscription Agreement by facsimile transmission or email (including the delivery of documents in Adobe PDF format or other machine-readable electronic format) shall constitute execution and delivery of this Subscription Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

(e) Governing Law and Jurisdiction. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts to be wholly performed within such state and without regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of Florida. Any legal action or proceeding arising out of or relating to this Subscription Agreement and/or the other Offering Documents may be instituted in the courts of the State of Florida sitting in Broward County or in the United States District Court for the Southern District of Florida, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding. Subscriber 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 Subscription Agreement and/or the other Offering Documents and brought in any such court, any claim that Subscriber is not subject personally to the jurisdiction of the above named courts, that Subscriber’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.

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(f) Indemnification Generally.

(i) The Company, on the one hand, and the Subscriber, on the other hand (each an “Indemnifying Party”), shall indemnify the other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) resulting from any breach of a representation and warranty, covenant or agreement by the Indemnifying Party and all claims, charges, actions or proceedings incident to or arising out of the foregoing.

(ii) Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

(g) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently designate in writing to the other party):

(i) If to the Company:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265

Alpharetta, GA 30022

Attention: Mr. John P. Campi

with a copy to:

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH 43215-6101

Attention: Mr. Rob D. Powell

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(ii) If to Subscriber, to the address set forth next to its name on the signature page hereto.

(h) Entire Agreement. This Subscription Agreement (including the exhibits attached hereto) and other Offering Documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings between or among the parties with respect to such subject matter. The exhibits constitute a part hereof as though set forth in full above.

(i) Amendment; Waiver. This Subscription Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by both parties. No failure to exercise and no delay in exercising, any right, power or privilege under this Subscription Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Subscription Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.

(j) Piggyback Registration and Lock-Up.

(i) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act, whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of the Company’s securities, but not including any registration statement for an initial public offering of the Company unless the Company and the underwriters agrees to include such shares (a “Piggyback Registration”), the Company shall give prompt written notice to the Subscriber of its intention to effect such a registration and, subject to Subsections (ii) and (iii) herein below, shall include in such registration all shares of Common Stock and Common Stock underlying the Warrants with respect to which the Company has received written requests for inclusion from the Subscriber of such shares of Common Stock and Common Stock underlying the Warrants. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. The Company shall have the sole discretion to require the Subscriber to lock-up its shares of Common Stock and Common Stock underlying the Warrants for up to six (6) months following the effective date of the applicable registration statement, and the Subscriber hereby agrees to, promptly upon request by the Company, execute any instrument reasonably effectuating such lock-up.

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(ii) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and Subscribers having similar rights to Piggyback Registration (“Rights Subscribers”) (if the Subscriber has elected to include shares of Common Stock and Common Stock underlying the Warrants in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all shares of Common Stock underlying the Warrants and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (1) first, the number of shares of Common Stock that the Company proposes to sell; (2) second, the number of shares of Common Stock requested to be included therein by all Rights Subscribers, allocated pro rata among all such Rights Subscribers on the basis of the number of Warrant Shares owned by each such Subscriber or in such manner as they may otherwise agree; and (3) third, the number of shares of Common Stock requested to be included therein by Subscribers of Common Stock (other than by the Rights Subscribers), allocated among such Subscribers in such manner as they may agree.

(iii) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than a Subscriber, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all shares of Common Stock underlying the Warrants and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (1) first, the number of shares of Common Stock requested to be included therein by the Subscriber(s) requesting such registration and by the Rights Subscribers, allocated pro rata among such Subscribers on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Common Stock shares Warrants, as applicable, owned by all such Subscribers or in such manner as they may otherwise agree; and (2) second, the number of shares of Common Stock requested to be included therein by Subscribers of Common Stock (other than by the Rights Subscribers), allocated among such Subscribers in such manner as they may agree.

(iv) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

[Signature Page Follows]

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INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL

OMNIBUS SIGNATURE PAGE TO THE SECURITIES SUBSCRIPTION AGREEMENT
TO PURCHASE SQL TECHNOLOGIES CORP.’S COMMON STOCK

DOLLAR AMOUNT INVESTED:	US $
NUMBER OF SHARES SUBSCRIBED FOR:
AMOUNT INVESTED TO BE SENT VIA:	☐ Check (enclosed)       ☐ Wire

NAME IN WHICH THE SECURITIES SHOULD BE ISSUED:

SUBSCRIBER ADDRESS INFORMATION:

For individual subscribers this address should be the Subscriber’s primary legal residence. For entities other than individual subscribers, please provide address information for the entities primary place of business. Information regarding a joint subscriber should be included in the column at right.

Legal Address	Legal Address
City, State and Zip Code	City, State and Zip Code
Tax ID (EIN, SSN, OR ITIN)	Tax ID (EIN, SSN, OR ITIN)
Telephone Number / Facsimile Number	Telephone Number / Facsimile Number
Email Address	Email Address

ALTERNATE ADDRESS INFORMATION:

Please enter an alternate address if you wish to receive correspondence at an address other than the address listed above

Alternative Address for Correspondence	Alternative Address for Correspondence
City, State and Zip Code	City, State and Zip Code
Other (telephone, fax, email)	Other (telephone, fax, email)

AGREED AND SUBSCRIBED	AGREED AND SUBSCRIBED
This ___ day of __________, 2021	This ___ day of __________, 2021
Subscriber:	SQL TECHNOLOGIES CORP.
By:	By:
		John P. Campi
Name:		Chief Executive Officer
Title:

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CERTIFICATE OF SIGNATORY

(To be completed if the Securities are
being subscribed for by an entity)

I am the _____________________ of _______________________________ (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Securities Subscription Agreement and to purchase and hold the Securities and certify further that the Securities Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this ____ day of _________, 2021.

(signature)

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NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

COMMON STOCK PURCHASE WARRANT

To Purchase _______ Shares of Common Stock of

SQL Technologies Corp.

_________ (the “Issuance Date”)

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 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).

The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

2 Authorization of Shares. The Company covenants that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented by this Warrant in accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares, will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery to the Company of a duly executed Notice of Exercise Form attached hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(b) If this Warrant shall have been exercised in part, the Company shall, upon the Holder’s request, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all material respects be identical with this Warrant.

(c) If at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =	the VWAP on the Trading Day immediately preceding the date of such election;
(B) =	the Exercise Price of this Warrant, as adjusted; and
(X) =	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

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“VWAP” shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers and reasonably acceptable to the Company.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

(e) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

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11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

12. Subsequent Equity Sales.

(a) Except with respect to Exempt Issuances as defined in Section 12(c) below, in the event that on or subsequent to the Issuance Date and for a period of twenty-four (24) months thereafter (the “Subsequent Issuance Period”), the Company issues or sells any Common Stock, or any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock Equivalents”), the Exercise Price shall be exercisable at the lesser of: (1) Twelve Dollars ($12.00); or (2) the price per share equal to the per share price of the Company’s Common Stock Equivalents issued or sold during the Subsequent Issuance Period less thirty percent (30.0%) of such sale or issuance price (the “Discounted Exercise Price”). The number of such Warrants shall not be adjusted due to a Discounted Exercise Price, only the Exercise Price.

(b) Any price adjustment herein shall be calculated to the nearest cent.

(c) The term “Exempt Issuances” for purposes of Section 12(a) above means (i) issuances of Common Stock Equivalents to employees, directors, service providers and consultants, whether or not pursuant to the Company’s then-current Stock Incentive Plan(s); (ii) issuances of Common Stock Equivalents in connection with the conversion or exercise of convertible or exercisable Common Stock Equivalents outstanding as of the Issuance Date; (iii) issuances of Common Stock Equivalents in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Common Stock Equivalents for strategic business partners, joint ventures and alliances; (v) issuances of Common Stock Equivalents in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature; and (vi) private offerings within the twenty-four (24) months following the date of this Agreement, other than investments by the Holder, up to Twenty Five Million Dollars ($25,000,000) of the Common Stock Equivalents on terms and conditions no more favorable to an investor than the terms and conditions of the transaction represented by this Agreement, until the Company completes an initial public offering, follow-on public offering or a sale to or merger with a public company.

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13. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section 13, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 13 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

14. Piggyback Registration and Lock-Up.

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act, whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of the Company’s securities, not including an initial public offering, as described below in Section 14(b), unless the Company and the underwriters agree to include such shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the Holder of its intention to effect such a registration and, subject to Section 14(b) and Section 14(c), shall include in such registration all Warrant Shares with respect to which the Company has received written requests for inclusion from the holders of Warrant Shares within 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. The Company shall have the sole discretion to require the Holder to lock-up its Warrant Shares for up to six (6) months following the effective date of the applicable registration statement, and the Holder hereby agrees to, promptly upon request by the Company, execute any instrument reasonably effectuating such lock-up.

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(b) If a Piggyback Registration is initiated as an initial underwritten offering on behalf of the Company and the managing underwriter advises the Company and holders having similar rights to Piggyback Registration (“Rights Holders”) (if the Holder has elected to include Warrant Shares in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by all Rights Holders, allocated pro rata among all such Rights Holders on the basis of the number of Warrant Shares owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than a Holder, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the Rights Holders, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Warrant Shares, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

(d) If any Piggyback Registration is initiated as an initial underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

15. Notice of Adjustment or Corporate Action.

(a) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is subject to adjustment, as herein provided, the Company shall use reasonable efforts to give notice thereof to the Holder. The Company’s failure to comply with this Section shall not constitute a default under this Warrant.

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(b) Notice of Corporate Action. If at any time: (i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or; (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

17. Miscellaneous.

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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 that would result in the application of any laws other than the laws of the State of New York. Any legal action or proceeding arising out of or relating to this Warrant 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. Holder 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 Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above named courts, that Holder’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.

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(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will have restrictions upon resale imposed by state and federal securities laws.

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the address set forth next to its name on the signature page of the Securities Subscription Agreement pursuant to which this Warrant was issued.

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(g) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(h) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(i) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the Issuance Date by its officer thereunto duly authorized.

SQL TECHNOLOGIES CORP.
By:
	John P. Campi
	Chief Executive Officer

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NOTICE OF EXERCISE

To: SQL Technologies Corp.

(1) The undersigned hereby elects to purchase __________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

(PURCHASER)

By:

Name:

Title:

Dated:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to ______________________________________________________________ whose address is _________________________.

	Dated: ______________ , ________
Holder’s Signature
Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-10.14

Exhibit 10.14

SAFETY QUICK LIGHTING & FANS CORP.

2015 STOCK INCENTIVE PLAN

1. Purpose

Safety Quick Lighting & Fans Corp.’s 2015 Stock Incentive Plan is intended to promote the best interests of Safety Quick Lighting & Fans Corp. and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its Affiliates and stockholders.

2. Definitions

As used in this Plan the following definitions shall apply:

A. “Affiliate” means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, or trade or business (including, without limitation, a partnership, limited liability company or other entity) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.

B. “Award” means any Option or Stock Award granted hereunder.

C. “Board” means the Board of Directors of the Corporation.

D. “Code” means the Internal Revenue Code of 1986, and any amendments thereto.

E. “Committee” means the Board or any Committee of the Board to which the Board has delegated any responsibility for the implementation, interpretation or administration of this Plan.

F. “Common Stock” means the common stock, no par value, of the Corporation.

G. “Consultant” means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an Affiliate.

H. “Corporation” means Safety Quick Lighting & Fans Corp., a Florida corporation.

I. “Corporation Law” means the Florida Business Corporation Act, as the same shall be amended from time to time.

J. “Date of Grant” means the date that the Committee approves an Option grant; provided, that all terms of such grant, including the amount of shares subject to the grant, exercise price and vesting are defined at such time.

K. “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7.D of this Plan.

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L. “Deferred Shares” means an award pursuant to Section 7.D of this Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period.

M. “Director” means a member of the Board.

N. “Eligible Person” means an employee of the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan).

O. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

P. “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined as follows:

(i)	If the Common Stock is traded on a national securities exchange, the closing price for the day of determination as quoted on such market or exchange, including the NASDAQ Global Market or NASDAQ Capital Market, which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred, or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable;
(ii)	If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for the Common Stock for the day of determination; or
(iii)	In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee in good faith.

Q. “Family Member” means a parent, child, spouse or sibling.

R. “Incentive Stock Option” means an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code.

S. “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive Stock Option.

T. “Option” means any option to purchase shares of Common Stock granted under this Plan.

U. “Parent” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

V. “Participant” means an Eligible Person who (i) is selected by the Committee or an authorized officer of the Corporation to receive an Award and (ii) is party to an agreement setting forth the terms of the Award, as appropriate.

W. “Performance Agreement” means an agreement described in Section 8 of this Plan.

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X. “Performance Objectives” means the performance objectives established by the Committee pursuant to this Plan for Participants who have received grants of Awards. Performance Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, division, department or function within the Corporation or Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such an Award is intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Price of the shares, net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Awards intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be pre-established in accordance with applicable regulations under Section 162(m) of the Code and the determination of attainment of such goals shall be made by the Committee. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in Section 9), or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made to an Award intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code unless the Committee determines that such modification will not result in loss of such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation.

Y. “Performance Period” means a period of time established under Section 8 of this Plan within which the Performance Objectives relating to a Stock Award are to be achieved.

Z. “Performance Share” means an award pursuant to Section 8 of this Plan of the right to receive shares of Common Stock upon the achievement of specified Performance Objectives.

AA. “Plan” means this Safety Quick Lighting & Fans Corp., 2014 Stock Incentive Plan.

BB. “Repricing” means, other than in connection with an event described in Section 9 of this Plan, (i) lowering the exercise price of an Option after it has been granted or (ii) canceling an Option at a time when the exercise price exceeds the then-Fair Market Value of the Common Stock in exchange for another Option.

CC. “Restricted Stock Award” means an award of Common Stock under Section 7.B.

DD. “Securities Act” means the Securities Act of 1933, as amended.

EE. “Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares, or Performance Shares.

FF. “Stock Bonus Award” means an award of Common Stock under Section 7.A.

GG. “Stock Award Agreement” means a written agreement between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

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HH. “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

II. “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

JJ. “Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by or for such Eligible Person’s brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.

3. implementation, interpretation and Administration

A. Delegation to Board Committee. The Board shall have the sole authority to implement, interpret, and/or administer this Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer this Plan to a Committee. To the extent not prohibited by the Certificate of Incorporation or Bylaws of the Corporation, the Board may delegate all or a portion of its authority to implement, interpret, and/or administer this Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. The Committee shall consist solely of two (2) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded or the exchange on which the Corporation’s shares are listed, “independent” within the meaning of such rules; and (iii) at such times as an Award under this Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by a committee of “outside directors” is required to receive such relief), “outside directors” within the meaning of Section 162(m) of the Code.

B. Delegation to Officers. The Committee may delegate to one or more officers of the Corporation the authority to grant and administer Awards to Eligible Persons who are not Directors or executive officers of the Corporation; provided that the Committee shall have fixed the total number of shares of Common Stock that may be subject to such Awards. No officer holding such a delegation is authorized to grant Awards to himself or herself. In addition to the Committee, the officer or officers to whom the Committee has delegated the authority to grant and administer Awards shall have all powers delegated to the Committee with respect to such Awards.

C. Powers of the Committee. Subject to the provisions of this Plan, and in the case of a Committee appointed by the Board, the specific duties delegated to such Committee, the Committee (and the officers to whom the Committee has delegated such authority) shall have the authority:

(i) To construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreement under this Plan.

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(ii)	To determine the Fair Market Value of Common Stock in the absence of an established market for the Common Stock.
(iii)	To select the Eligible Persons to whom Awards are granted from time to time hereunder.
(iv)	To determine the number of shares of Common Stock covered by an Award; to determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and to determine such other terms and conditions, not inconsistent with the terms of this Plan, of each such Award. Such terms and conditions include, but are not limited to, the exercise price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or a Stock Award may be exercised or Common Stock issued thereunder, the vesting schedule of an Option, the right of the Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in this Plan) on the forfeitability or transferability of Options, Stock Awards or Common Stock issued upon exercise of an Option or pursuant to a Stock Award. Such terms may include conditions which shall be determined by the Committee and need not be uniform with respect to Participants.
(v)	To accelerate the time at which any Option or Stock Award may be exercised, or the time at which a Stock Award or Common Stock issued under this Plan may become transferable or non-forfeitable.
(vi)	To determine whether and under what circumstances an Option or Stock Award may be settled in cash, shares of Common Stock or other property under Section 6.H instead of in Common Stock.
(vii)	To waive, amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or lapse of restrictions on all or any portion of an outstanding Award. Except as otherwise provided by this Plan, Stock Option Agreement, Stock Award Agreement or Performance Agreement or as required to comply with applicable law, regulation or rule, no amendment, cancellation or modification shall, without a Participant’s consent, adversely affect any rights of the Participant; provided, however, that (x) an amendment or modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant and (y) any other amendment or modification of any Stock Option Agreement, Stock Award Agreement or Performance Agreement that does not, in the opinion of the Committee, adversely affect any rights of any Participant, shall not require such Participant’s consent. Notwithstanding the foregoing, the restrictions on the Repricing of Options, as set forth in this Plan, may not be waived.
(viii)	To prescribe the form of Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreements under this Plan; to adopt policies and procedures for the exercise of Options or Stock Awards, including the satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures pertaining to the administration of this Plan; and to make all other determinations necessary or advisable for the administration of this Plan. Except for the due execution of the award agreement by both the Corporation and the Participant, the Award’s effectiveness will not be dependent on any signature unless specifically so provided in the award agreement.

The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee; provided that the Committee may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the implementation, interpretation, and administration of this Plan shall be final, conclusive and binding on all persons having an interest in this Plan.

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4. Eligibility

A. Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary.

B. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the offer or sale of the Corporation’s securities would be eligible for registration on Form S-8 Registration Statement (or any successor form) because of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation’s securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale. Accordingly, an Award may not be granted pursuant to this Plan for the purpose of the Corporation obtaining financing or for investor relations purposes.

C. Substitution Awards. The Committee may make Awards under this Plan by assumption, in substitution or replacement of performance shares, phantom shares, stock awards, stock options or similar awards granted by another entity (including an Affiliate) in connection with a merger, consolidation, acquisition of property or stock or similar transaction. Notwithstanding any provision of this Plan (other than the maximum number of shares of Common Stock that may be issued under this Plan), the terms of such assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.

5. Common Stock Subject to Plan

A. Share Reserve and Limitations on Grants. The maximum aggregate number of shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options (without regard to whether payment on exercise of the Stock Option is made in cash or shares of Common Stock), (ii) issued pursuant to Stock Awards shall be 5,000,000 shares. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. Notwithstanding any provision hereto to the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single participant may receive more than 25% of the total Options awarded in any single year.

B. Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.

C. Source of Shares. Common Stock issued under this Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation.

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6. Options

A. Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the exercise price of such Option, the vesting schedule applicable to such Option, the expiration date of such Option, events of termination of such Option, and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

B. Option Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following:

(i)	The exercise price per share for Common Stock subject to an Option shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant.
(ii)	The exercise price per share for Common Stock subject to an Incentive Stock Option granted to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant.

C. Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the date such Option was granted. In the case of an Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.

D. Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any Participant are exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options shall not be deemed to be Incentive Stock Options. For purposes of this section, the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.

E. Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable except by will or by the laws of descent and distribution and, during the lifetime of the Participant, shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. If the Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic relations order to the Participant’s family members to the extent such transfer complies with applicable securities laws and regulations and provided that such transfer is not a transfer for value (within the meaning of applicable securities laws and regulations). The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant, unless such obligation is to the Corporation itself or to an Affiliate.

F. Vesting. Options will vest as provided in the Stock Option Agreement.

G. Termination. Options will terminate as provided in the Stock Option Agreement.

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H. Exercise. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock. The Participant may face certain restrictions on his/her ability to exercise Options and/or sell underlying shares when such Participant is potentially in possession of insider information. The Corporation will make the Participant aware of any formal insider trading policy it adopts, and the provisions of such insider trading policy (including any amendments thereto) shall be binding upon the Participant.

I. Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in cash or a cash equivalent acceptable to the Committee or if the Common Stock is traded on an established securities market, by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment by the broker-dealer to forward the exercise price to the Corporation. With the consent of the Committee, payment of all or a part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation of a properly executed form of attestation of ownership) of shares of Common Stock that have been held for such period prior to the date of exercise as is necessary to avoid adverse accounting treatment to the Corporation, or (ii) any other method acceptable to the Committee. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

J. Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation.

K. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Chief Financial Officer of the Corporation or is his/her absence, the Chief Executive Officer. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the exercise of Incentive Stock Options issued under this Plan be endorsed with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO ___, 20___, IN THE ABSENCE OF A WRITTEN STATEMENT FROM THE CORPORATION TO THE EFFECT THAT THE CORPORATION IS AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.

The blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option.

L. No Repricing. In no event shall the Committee permit a Repricing of any Option without the approval of the stockholders of the Corporation.

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7. Stock Awards

A. Stock Bonus Awards. Stock Bonus Awards may be granted by the Committee. Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and conditions (including provisions relating to consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Stock Bonus Awards need not be identical.

B. Restricted Stock Awards. Restricted Stock Awards may be granted by the Committee. Each Stock Award Agreement for a Restricted Stock Award shall be in such form and shall contain such terms and conditions (including provisions relating to purchase price, consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Restricted Stock Awards need not be identical. Vesting of any grant of Restricted Stock Awards may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.

C. Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon the recommendation of the Corporation’s management, and upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)	Each grant shall constitute the agreement by the Corporation to issue or transfer shares of Common Stock to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.
(ii)	Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the date of grant.
(iii)	Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the date of grant, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event.
(iv)	During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.
(v)	Any grant, or the vesting thereof, may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.
(vi)	Each grant shall be evidenced by an agreement delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Deferred Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Deferred Shares need not be identical.

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8. Performance Shares

A. The Committee may authorize grants of Performance Shares, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)	Each grant shall specify the number of Performance Shares to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.
(ii)	The Performance Period with respect to each Performance Share shall commence on the date established by the Committee and may be subject to earlier termination in the event of a change in control of the Corporation or similar transaction or event.
(iii)	Each grant shall specify the Performance Objectives that are to be achieved by the Participant.
(iv)	Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
(v)	Each grant shall specify the time and manner of payment of Performance Shares that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, shares of Common Stock or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.
(vi)	Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the date of grant.
(vii)	Any grant of Performance Shares may provide for the payment to the Participant of dividend or other distribution equivalents thereon in cash or additional shares of Common Stock on a current, deferred or contingent basis.
(viii)	If provided in the terms of the grant and subject to the requirements of Section 162(m) of the Code (in the case of awards intended to qualify for exception therefrom), the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the date of grant that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement.
(ix)	Each grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the Performance Shares are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Performance Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Performance Shares need not be identical.
(x)	Until the achievement of the Performance Objectives and the resulting issuance of the Performance Shares, the Participant shall not have any rights as a stockholder in the Performance Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.

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9. Changes in Capital Structure

A. No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

B. Changes in Capitalization. If the Corporation shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money, services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options and other Awards hereunder and (ii) the number of and class of shares then reserved for issuance under this Plan and the maximum number of shares for which Awards may be granted to a Participant during a specified time period shall be appropriately and proportionately adjusted. The conversion of convertible securities of the Corporation shall not be treated as effected “without receiving consideration.” The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

C. Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under this Plan, unless provisions are made in connection with such transaction for the continuance of this Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the Stock Option Agreement or Stock Award Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale.

D. Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards.

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10. Withholding of Taxes

The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with U.S federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements; (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income; (iii) deliver to the Corporation previously acquired Common Stock; (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant; (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option of Stock Award; or (vi) establish a 10b5-1 trading plan for withheld stock designed to facilitate the sale of stock in connection with the vesting of such shares, the proceeds of which shall be utilized to make all applicable withholding payments in a manner to be coordinated by the Corporation’s Chief Financial Officer.

11. Compliance with Law and Approval of Regulatory Bodies

A. General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to such compliance. In the absence of an effective and current registration statement on an appropriate form under the Securities Act, or a specific exemption from the registration requirements of the Securities Act, shares of Common Stock issued under this Plan shall be restricted shares. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option is exercised may bear such restrictive legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

B. Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such person’s own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto.

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12. General Provisions

A. Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of this Plan.

B. Use of Proceeds. The proceeds received by the Corporation from any sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.

C. Unfunded Plan. This Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any Participant with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation.

D. Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

E. Choice of Law. This Plan and all Stock Option Agreements, Stock Award Agreements, and Performance Agreements (or any other agreements) entered into under this Plan shall be interpreted under the Corporation Law excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation Law.

F. Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to this Plan. The Committee may provide for elimination of fractional shares or the settlement of such fractional shares in cash.

G. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any Affiliate outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Corporation.

13. Amendment and Termination

The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment that (i) increases the aggregate number of shares of Common Stock that may be issued under this Plan, except as contemplated herein; (ii) changes the class of employees eligible to receive Incentive Stock Options; (iii) modifies the restrictions on Repricings set forth in this Plan; or (iv) is required by the terms of any applicable law, regulation or rule, including the rules of any market on which the Corporation shares are traded or exchange on which the Corporation shares are listed. Except as specifically permitted by this Plan, any Stock Option Agreement or any Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any amendment requiring stockholder approval shall be approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board.

14. Effective Date of Plan; Duration of Plan

A. This Plan shall be effective upon adoption by the Board, subject to approval within twelve (12) months by the stockholders of the Corporation. Unless and until the Plan has been approved by the stockholders of the Corporation, no Award may be exercised. In the event that the stockholders of the Corporation shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Awards shall terminate.

B. Unless previously terminated, this Plan will terminate ten (10) years after the earlier of (i) the date this Plan is adopted by the Board, or (ii) the date this Plan is approved by the stockholders, except that Awards that are granted under this Plan prior to its termination will continue to be administered under the terms of this Plan until the Awards terminate, expire or are exercised.

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IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by a duly authorized officer as of the date of adoption of this Plan by the Board of Directors.

SAFETY QUICK LIGHTING & FANS CORP.

By:	/s/ John Campi
	John Campi
	Chief Executive Officer

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EX-10.15

Exhibit 10.15

sql technologies Corp.

STOCK OPTION AGREEMENT

Name of Participant:	[  ]
Date of Grant:	[  ]
Number of Option Shares:	[  ]
Option Price:	[  ]
Type of Option (check one):	_______ Incentive Stock Option (ISO)
	_______ Non-qualified Stock Option (NSO or NQSO)
Right to Exercise:	[  ]

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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.

sql technologies Corp.
STOCK OPTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the date of grant on the cover page hereof (the “Date of Grant”) by and between SQL Technologies Corp., a Florida corporation (the “Company”), and the recipient named on the cover page hereto (the “Participant”).

1. Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s 2015 Stock Incentive Plan (the “Plan”), the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”) hereby grants to the Participant as of the Date of Grant a stock option (the “Option”) to purchase the number of shares of the Company’s common stock, no par value (the “Common Stock”) shown on the cover page hereof (the “Option Shares”). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price per Option Share at which the Option Shares may be purchased pursuant to the Option shall be as set forth on the cover page hereof (the “Option Price”). If noted on page one of this Agreement that the Option is intended to be an “incentive stock option” within the meaning of that term under Section 422 of the Code, then this Agreement shall be construed in a manner that will enable the Option to be so qualified.

2. Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with Section 6 of this Agreement, shall expire ten (10) years from the Date of Grant.

3. Right to Exercise. Subject to the expiration or earlier termination of the Option in accordance with its terms, the Option shall vest and become exercisable as set forth on the cover page hereof. To the extent the Option is vested and exercisable, it may be exercised in whole or in part. In no event shall the Participant be entitled to acquire a fraction of one Option Share pursuant to the Option. The Participant shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to him/her upon the complete and valid exercise of all or part of the Option. The Company may require, as a condition to the exercise of the Option, that the Participant agree to be bound by any stockholders agreement among all or certain stockholders of the Company that may then be in effect, or certain provisions of any such agreement that may be specified by the Company, either in addition to or in lieu of the provisions of this Agreement (as determined by the Company).

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4. Option Transferability. If the Option granted hereby is an Incentive Stock Option, the Option shall be neither transferable nor assignable by the Participant except by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Participant, only by the Participant, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and court supervision. If the Option granted hereby is a Nonqualified Stock Option, the Option may be transferred to a Permitted Transferee upon approval by the Committee. A “Permitted Transferee” shall mean (i) a Family Member, (ii) a trust created solely for the benefit of the Participant or a Family Member, or (iii) a partnership, limited liability company or entity whose only partners or stockholders are the Participant and/or Family Members.

5. Notice of Exercise; Payment. To the extent then vested and exercisable, the Option may be exercised by written notice (on the form attached hereto as Attachment 1 or such other form acceptable to the Company) to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Participant may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock, (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock, or (c) any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, a cashless exercise that complies with all applicable laws. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per share of Common Stock, as determined by the Committee. As a further condition precedent to the exercise of the Option, the Participant shall execute any documents which the Committee shall, in its sole discretion, deem necessary or advisable.

6. Termination of Agreement.

(a) [This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, on the earlier of (i) ninety (90) calendar days after the Participant ceases to be an employee, director, advisor or consultant of the Company and its Subsidiaries for any reason, except as otherwise set forth in the Plan and (ii) ten (10) years from the Date of Grant.][This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, ten (10) years from the Date of Grant.]

(b) Notwithstanding the foregoing, in the event that the Participant’s employment or other service is terminated for cause (as determined by the Committee), this Agreement shall terminate at the time of such termination and the Participant shall forfeit all rights under this Agreement without further action or notice, including his or her rights with respect to any unvested portion of the Option and any portion of the Option vested but not yet exercised, notwithstanding any other provision of this Agreement.

(c) In the event of the termination of the Participant’s employment or service for any reason other than that set forth in Section 6(b) above, only the portion of the Option vested as of the date of such termination pursuant to Section 3 may be exercised. For the purposes of this Agreement, the continuous employment or other service of the Participant with the Company shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his or her employment among the Company and its Subsidiaries or a leave of absence of not more than thirty (30) days unless otherwise approved by the Committee.

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7. Compliance with Law. Notwithstanding any other provision of this Agreement, the Option shall not vest or be exercisable if the exercise thereof would result in a violation of any applicable federal or state securities law.

8. Lock-Up Agreement. The Participant agrees that, if requested by the Company in connection with a public offering of shares of Common Stock or other securities of the Company, the Participant will not sell, offer for sale or otherwise dispose of the Option Shares for such period of time as is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options, shares of Common Stock or such other securities of the Company at such time are similarly bound.

9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

10. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

12. Successors and Assigns. Without limiting Section 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.

13. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver in connection with this Agreement, the Option and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Chief Executive Officer of Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

14. No Fractional Shares. Fractional shares of Common Stock will be subject to rounding conventions adopted by the Company from time to time; provided, that in no event will the total shares of Common Stock issued pursuant to this Agreement and the Option exceed the total Option Shares granted under this award.

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15. Taxes and Withholding. The Participant is responsible for any federal, state, local or other taxes with respect to the Option Shares. The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting of the Option Shares or the delivery of the Option Shares.

16. Change in Control. In the event of a Change in Control (as defined below), any portion of the Option that has not vested shall immediately vest. For the purposes of this Agreement, a “Change in Control” means the occurrence of one of the following events:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the then outstanding shares of common stock of the Company (the “Outstanding Common Shares”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company; or

(b) Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or indirectly) in substantially the same proportions as their ownership of the Outstanding Common Shares immediately prior to such Business Combination, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the entity resulting from such Business Combination, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Company’s Board of Directors at the time of the action of the Board was taken providing for such Business Combination.

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17. [Effect of Business Combination. If the Company shall undergo a Business Combination and, pursuant to the terms of such Business Combination, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of common stock of the Company, then, from and after the consummation of such transaction or event, the Participant shall have the right thereafter to receive, instead of the Option Shares, at the option of the Participant, (i) upon exercise of the Option, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such Business Combination by a Participant of the number of shares of common stock for which the Option is exercisable immediately prior to such event or (ii) cash equal to the value of this Agreement as determined in accordance with the Black-Scholes option pricing formula. For the purposes of this section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.]

18. No Employment Contract. Nothing contained in this Agreement shall confer upon the Participant any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate the employment or adjust the compensation of the Participant, in each case with or without cause.

19. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

20. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer, and any notice to the Participant shall be addressed to the Participant at his or her address, e-mail or fax number on file with the Company. Any written notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate, as of the day and year first above written.

PARTICIPANT:	COMPANY:
[  ]	SQL TECHNOLOGIES Corp.
Signature:	Signature:
	Name:	John P. Campi
	Title:	Chief Executive Officer
Dated:	Dated:

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ATTACHMENT 1

FORM OF EXERCISE OF OPTION TO PURCHASE

SQL Technologies Corp.

Re: Stock Option Exercise Notice

I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of SQL Technologies Corp., Inc. (the “Company”) pursuant to the Company’s 2015 Stock Incentive Plan (the “Plan”) and my Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:
Number of Shares:
Exercise Price per Share:	$
2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which have vested in accordance with the Option Agreement:
Total Shares Purchased:
Total Exercise Price (Total Shares X Exercise Price per Share)
	$
3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by the Option Agreement:
Cash:	$
Check:	$
Tender of shares of Company common stock:		Contact Plan Administrator
Cashless Exercise (same-day sale):		Contact Plan Administrator
4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as follows:

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EX-10.16

Exhibit 10.16

sql technologies Corp.

2015 Stock INCENTIVE PLAN

STOCK AWARD AGREEMENT

This Stock Award Agreement (“Agreement”) is entered into between SQL Technologies Corp. (the “Company”) and the individual named in Paragraph 1 below (“Holder”) effective as of the Grant Date.

The parties hereto, intending to be legally bound, hereby agree as follows:

1. Terms of Stock Grant. The Company has granted a Stock Award to Holder based on the following terms:

Name of Holder:

Grant Date (Date of Board Approval):

Number of Shares of Stock included in Stock Award:

Vested or Non-vested upon Grant:

2. Vesting. [The Stock Award is fully vested upon Grant Date, but may only be sold in accordance with Federal and State securities laws, including Rule 144 of the Securities Act of 1933.] [The Stock Award will vest in accordance with the following schedule: INSERT SCHEDULE]

3. Incorporation of Plan. Except as otherwise stated herein, the Stock Award is subject to all the provisions of the 2015 Stock Incentive Plan (the “Plan”), the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control. The Committee shall have the sole authority to interpret and construe this Agreement and the Plan, and its interpretations shall be final, conclusive and binding for all purposes on the parties. Capitalized terms not otherwise defined herein shall have the meanings assigned in the Plan.

4. Transferability. This Agreement is not transferable by the Holder.

5. Tax Withholding. By accepting the Stock Award, the Holder agrees to pay or make arrangements satisfactory to the Committee for payment to the Company of all taxes required to be withheld by the Company in connection with the Stock Award or any sale, transfer or other disposition of any shares of Common Stock acquired. The Company shall in no case be responsible for payment of Holder’s income tax obligations, or the filing of any Section 83(b) election under the Internal Revenue Code, with respect to the Stock Award.

6. Advice. Holder is solely responsible for obtaining his or her personal tax, financial and legal advice related to the Stock Award from an independent advisor. The Company, its employees and agents shall in no case be held responsible for advising Holder regarding the tax treatment, legal effects, or financial results related to the Stock Award.

7. Legal Fees. The Company in its sole discretion may require that the Holder pay for any legal fees associated with the transfer of any shares acquired in connection with the Stock Award including, but not limited to, a legal opinion as to the availability of an exemption to any federal and/or state securities registration requirements.

8. Acknowledgement. By signing below, Holder acknowledges receipt of this Agreement and a copy of the Plan.

1

SQL TECHNOLOGIES CORP.		HOLDER
By:
Name:	John Campi
Title:	Chief Executive Officer
Date:		Date:

2

EX-10.17

Exhibit 10.17

SQL TECHNOLOGIES CORP.

2018 STOCK INCENTIVE PLAN

AS AMENDED AND RESTATED

1. Purpose

SQL Technologies Corp.’s 2018 Stock Incentive Plan, as amended and restated, is intended to promote the best interests of SQL Technologies Corp. and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its Affiliates and stockholders.

2. Definitions

As used in this Plan the following definitions shall apply:

A. “Affiliate” means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, or trade or business (including, without limitation, a partnership, limited liability company or other entity) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.

B. “Award” means any Option or Stock Award granted hereunder.

C. “Board” means the Board of Directors of the Corporation.

D. “Code” means the Internal Revenue Code of 1986, and any amendments thereto.

E. “Committee” means the Board or any Committee of the Board to which the Board has delegated any responsibility for the implementation, interpretation or administration of this Plan.

F. “Common Stock” means the common stock, no par value, of the Corporation.

G. “Consultant” means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an Affiliate.

H. “Corporation” means SQL Technologies Corp., a Florida corporation.

I. “Corporation Law” means the Florida Business Corporation Act, as the same shall be amended from time to time.

J. “Date of Grant” means the date that the Committee approves an Option grant; provided, that all terms of such grant, including the amount of shares subject to the grant, exercise price and vesting are defined at such time.

K. “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7.D of this Plan.

L. “Deferred Shares” means an award pursuant to Section 7.D of this Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period.

M. “Director” means a member of the Board.

N. “Eligible Person” means an employee of the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan).

O. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

P. “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined as follows:

(i)	If the Common Stock is traded on a national securities exchange, the closing price for the day of determination as quoted on such market or exchange, including the NASDAQ Global Market or NASDAQ Capital Market, which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred, or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable;
(ii)	If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for the Common Stock for the day of determination; or
(iii)	In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee in good faith.

Q. “Family Member” means a parent, child, spouse or sibling.

R. “Incentive Stock Option” means an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code.

S. “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive Stock Option.

T. “Option” means any option to purchase shares of Common Stock granted under this Plan.

U. “Parent” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

V. “Participant” means an Eligible Person who (i) is selected by the Committee or an authorized officer of the Corporation to receive an Award and (ii) is party to an agreement setting forth the terms of the Award, as appropriate.

W. “Performance Agreement” means an agreement described in Section 8 of this Plan.

X. “Performance Objectives” means the performance objectives established by the Committee pursuant to this Plan for Participants who have received grants of Awards. Performance Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, division, department or function within the Corporation or Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such an Award is intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Price of the shares, net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Awards intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be pre-established in accordance with applicable regulations under Section 162(m) of the Code and the determination of attainment of such goals shall be made by the Committee. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in Section 9), or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made to an Award intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code unless the Committee determines that such modification will not result in loss of such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation.

Y. “Performance Period” means a period of time established under Section 8 of this Plan within which the Performance Objectives relating to a Stock Award are to be achieved.

Z. “Performance Share” means an award pursuant to Section 8 of this Plan of the right to receive shares of Common Stock upon the achievement of specified Performance Objectives.

AA. “Plan” means this SQL Technologies Corp. 2018 Stock Incentive Plan, as amended and restated.

BB. “Repricing” means, other than in connection with an event described in Section 9 of this Plan, (i) lowering the exercise price of an Option after it has been granted or (ii) canceling an Option at a time when the exercise price exceeds the then-Fair Market Value of the Common Stock in exchange for another Option.

CC. “Restricted Stock Award” means an award of Common Stock under Section 7.B.

DD. “Securities Act” means the Securities Act of 1933, as amended.

EE. “Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares, or Performance Shares.

FF. “Stock Bonus Award” means an award of Common Stock under Section 7.A.

GG. “Stock Award Agreement” means a written agreement between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

HH. “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

II. “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

JJ. “Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by or for such Eligible Person’s brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.

3. implementation, interpretation and Administration

A. Delegation to Board Committee. The Board shall have the sole authority to implement, interpret, and/or administer this Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer this Plan to a Committee. To the extent not prohibited by the Certificate of Incorporation or Bylaws of the Corporation, the Board may delegate all or a portion of its authority to implement, interpret, and/or administer this Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. The Committee shall consist solely of two (2) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded or the exchange on which the Corporation’s shares are listed, “independent” within the meaning of such rules; and (iii) at such times as an Award under this Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by a committee of “outside directors” is required to receive such relief), “outside directors” within the meaning of Section 162(m) of the Code.

B. Delegation to Officers. The Committee may delegate to one or more officers of the Corporation the authority to grant and administer Awards to Eligible Persons who are not Directors or executive officers of the Corporation; provided that the Committee shall have fixed the total number of shares of Common Stock that may be subject to such Awards. No officer holding such a delegation is authorized to grant Awards to himself or herself. In addition to the Committee, the officer or officers to whom the Committee has delegated the authority to grant and administer Awards shall have all powers delegated to the Committee with respect to such Awards.

C. Powers of the Committee. Subject to the provisions of this Plan, and in the case of a Committee appointed by the Board, the specific duties delegated to such Committee, the Committee (and the officers to whom the Committee has delegated such authority) shall have the authority:

(i) To construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreement under this Plan.

(ii) To determine the Fair Market Value of Common Stock in the absence of an established market for the Common Stock.

(iii) To select the Eligible Persons to whom Awards are granted from time to time hereunder.

(iv) To determine the number of shares of Common Stock covered by an Award; to determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and to determine such other terms and conditions, not inconsistent with the terms of this Plan, of each such Award. Such terms and conditions include, but are not limited to, the exercise price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or a Stock Award may be exercised or Common Stock issued thereunder, the vesting schedule of an Option, the right of the Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in this Plan) on the forfeitability or transferability of Options, Stock Awards or Common Stock issued upon exercise of an Option or pursuant to a Stock Award. Such terms may include conditions which shall be determined by the Committee and need not be uniform with respect to Participants.

(v) To accelerate the time at which any Option or Stock Award may be exercised, or the time at which a Stock Award or Common Stock issued under this Plan may become transferable or non-forfeitable.

(vi) To determine whether and under what circumstances an Option or Stock Award may be settled in cash, shares of Common Stock or other property under Section 6.H instead of in Common Stock.

(vii) To waive, amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or lapse of restrictions on all or any portion of an outstanding Award. Except as otherwise provided by this Plan, Stock Option Agreement, Stock Award Agreement or Performance Agreement or as required to comply with applicable law, regulation or rule, no amendment, cancellation or modification shall, without a Participant’s consent, adversely affect any rights of the Participant; provided, however, that (x) an amendment or modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant and (y) any other amendment or modification of any Stock Option Agreement, Stock Award Agreement or Performance Agreement that does not, in the opinion of the Committee, adversely affect any rights of any Participant, shall not require such Participant’s consent. Notwithstanding the foregoing, the restrictions on the Repricing of Options, as set forth in this Plan, may not be waived.

(viii) To prescribe the form of Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreements under this Plan; to adopt policies and procedures for the exercise of Options or Stock Awards, including the satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures pertaining to the administration of this Plan; and to make all other determinations necessary or advisable for the administration of this Plan. Except for the due execution of the award agreement by both the Corporation and the Participant, the Award’s effectiveness will not be dependent on any signature unless specifically so provided in the award agreement.

The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee; provided that the Committee may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the implementation, interpretation, and administration of this Plan shall be final, conclusive and binding on all persons having an interest in this Plan.

4. Eligibility

A. Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary.

B. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the offer or sale of the Corporation’s securities would be eligible for registration on Form S-8 Registration Statement (or any successor form) because of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation’s securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale. Accordingly, an Award may not be granted pursuant to this Plan for the purpose of the Corporation obtaining financing or for investor relations purposes.

C. Substitution Awards. The Committee may make Awards under this Plan by assumption, in substitution or replacement of performance shares, phantom shares, stock awards, stock options or similar awards granted by another entity (including an Affiliate) in connection with a merger, consolidation, acquisition of property or stock or similar transaction. Notwithstanding any provision of this Plan (other than the maximum number of shares of Common Stock that may be issued under this Plan), the terms of such assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.

5. Common Stock Subject to Plan

A. Share Reserve and Limitations on Grants. The maximum aggregate number of shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options (without regard to whether payment on exercise of the Stock Option is made in cash or shares of Common Stock), and (ii) issued pursuant to Stock Awards, shall be 10,000,000 shares. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. Notwithstanding any provision hereto to the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single participant may receive more than 25% of the total Options awarded in any single year.

B. Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.

C. Source of Shares. Common Stock issued under this Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation.

6. Options

A. Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the exercise price of such Option, the vesting schedule applicable to such Option, the expiration date of such Option, events of termination of such Option, and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

B. Option Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following:

(i)	The exercise price per share for Common Stock subject to an Option shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant.
(ii)	The exercise price per share for Common Stock subject to an Incentive Stock Option granted to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant.

C. Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the date such Option was granted. In the case of an Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.

D. Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any Participant are exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options shall not be deemed to be Incentive Stock Options. For purposes of this section, the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.

E. Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable except by will or by the laws of descent and distribution and, during the lifetime of the Participant, shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. If the Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic relations order to the Participant’s family members to the extent such transfer complies with applicable securities laws and regulations and provided that such transfer is not a transfer for value (within the meaning of applicable securities laws and regulations). The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant, unless such obligation is to the Corporation itself or to an Affiliate.

F. Vesting. Options will vest as provided in the Stock Option Agreement.

G. Termination. Options will terminate as provided in the Stock Option Agreement.

H. Exercise. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock. The Participant may face certain restrictions on his/her ability to exercise Options and/or sell underlying shares when such Participant is potentially in possession of insider information. The Corporation will make the Participant aware of any formal insider trading policy it adopts, and the provisions of such insider trading policy (including any amendments thereto) shall be binding upon the Participant.

I. Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in cash or a cash equivalent acceptable to the Committee or if the Common Stock is traded on an established securities market, by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment by the broker-dealer to forward the exercise price to the Corporation. With the consent of the Committee, payment of all or a part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation of a properly executed form of attestation of ownership) of shares of Common Stock that have been held for such period prior to the date of exercise as is necessary to avoid adverse accounting treatment to the Corporation, or (ii) any other method acceptable to the Committee. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

J. Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation.

K. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Chief Financial Officer of the Corporation or is his/her absence, the Chief Executive Officer. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the exercise of Incentive Stock Options issued under this Plan be endorsed with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO ___, 20___, IN THE ABSENCE OF A WRITTEN STATEMENT FROM THE CORPORATION TO THE EFFECT THAT THE CORPORATION IS AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.

The blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option.

L. No Repricing. In no event shall the Committee permit a Repricing of any Option without the approval of the stockholders of the Corporation.

7. Stock Awards

A. Stock Bonus Awards. Stock Bonus Awards may be granted by the Committee. Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and conditions (including provisions relating to consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Stock Bonus Awards need not be identical.

B. Restricted Stock Awards. Restricted Stock Awards may be granted by the Committee. Each Stock Award Agreement for a Restricted Stock Award shall be in such form and shall contain such terms and conditions (including provisions relating to purchase price, consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Restricted Stock Awards need not be identical. Vesting of any grant of Restricted Stock Awards may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.

C. Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon the recommendation of the Corporation’s management, and upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)	Each grant shall constitute the agreement by the Corporation to issue or transfer shares of Common Stock to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.
(ii)	Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the date of grant.
(iii)	Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the date of grant, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event.
(iv)	During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.
(v)	Any grant, or the vesting thereof, may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.
(vi)	Each grant shall be evidenced by an agreement delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Deferred Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Deferred Shares need not be identical.

8. Performance Shares

A. Performance Shares. The Committee may authorize grants of Performance Shares, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)	Each grant shall specify the number of Performance Shares to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.
(ii)	The Performance Period with respect to each Performance Share shall commence on the date established by the Committee and may be subject to earlier termination in the event of a change in control of the Corporation or similar transaction or event.
(iii)	Each grant shall specify the Performance Objectives that are to be achieved by the Participant.
(iv)	Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
(v)	Each grant shall specify the time and manner of payment of Performance Shares that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, shares of Common Stock or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.
(vi)	Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the date of grant.
(vii)	Any grant of Performance Shares may provide for the payment to the Participant of dividend or other distribution equivalents thereon in cash or additional shares of Common Stock on a current, deferred or contingent basis.
(viii)	If provided in the terms of the grant and subject to the requirements of Section 162(m) of the Code (in the case of awards intended to qualify for exception therefrom), the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the date of grant that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement.
(ix)	Each grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the Performance Shares are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Performance Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Performance Shares need not be identical.

(x) Until the achievement of the Performance Objectives and the resulting issuance of the Performance Shares, the Participant shall not have any rights as a stockholder in the Performance Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.

9. Changes in Capital Structure

A. No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

B. Changes in Capitalization. If the Corporation shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money, services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options and other Awards hereunder and (ii) the number of and class of shares then reserved for issuance under this Plan and the maximum number of shares for which Awards may be granted to a Participant during a specified time period shall be appropriately and proportionately adjusted. The conversion of convertible securities of the Corporation shall not be treated as effected “without receiving consideration.” The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

C. Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under this Plan, unless provisions are made in connection with such transaction for the continuance of this Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the Stock Option Agreement or Stock Award Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale.

D. Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards.

10. Withholding of Taxes

The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with U.S federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements; (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income; (iii) deliver to the Corporation previously acquired Common Stock; (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant; (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option of Stock Award; or (vi) establish a 10b5-1 trading plan for withheld stock designed to facilitate the sale of stock in connection with the vesting of such shares, the proceeds of which shall be utilized to make all applicable withholding payments in a manner to be coordinated by the Corporation’s Chief Financial Officer.

11. Compliance with Law and Approval of Regulatory Bodies

A. General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to such compliance. In the absence of an effective and current registration statement on an appropriate form under the Securities Act, or a specific exemption from the registration requirements of the Securities Act, shares of Common Stock issued under this Plan shall be restricted shares. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option is exercised may bear such restrictive legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

B. Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such person’s own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto.

12. General Provisions

A. Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of this Plan.

B. Use of Proceeds. The proceeds received by the Corporation from any sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.

C. Unfunded Plan. This Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any Participant with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation.

D. Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

E. Choice of Law. This Plan and all Stock Option Agreements, Stock Award Agreements, and Performance Agreements (or any other agreements) entered into under this Plan shall be interpreted under the Corporation Law excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation Law.

F. Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to this Plan. The Committee may provide for elimination of fractional shares or the settlement of such fractional shares in cash.

G. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any Affiliate outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Corporation.

13. Amendment and Termination

The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment that (i) increases the aggregate number of shares of Common Stock that may be issued under this Plan, except as contemplated herein; (ii) changes the class of employees eligible to receive Incentive Stock Options; (iii) modifies the restrictions on Repricings set forth in this Plan; or (iv) is required by the terms of any applicable law, regulation or rule, including the rules of any market on which the Corporation shares are traded or exchange on which the Corporation shares are listed. Except as specifically permitted by this Plan, any Stock Option Agreement or any Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any amendment requiring stockholder approval shall be approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board.

14. Effective Date of Plan; Duration of Plan

A. This Plan amends and restates the Corporation’s 2018 Stock Incentive Plan first approved by the Board on April 26, 2018 and amended on August 30, 2019. This Plan, as amended and restated, upon adoption by the Board, shall be deemed effective as of the date the Corporation’s 2018 Stock Incentive Plan was first adopted by the Board. Any reference to the Corporation’s 2018 Stock Incentive Plan, in any Award or otherwise, shall hereinafter be a reference to this Plan, as amended and restated.

B. Unless and until the stockholders of the Corporation approve the Plan, no Incentive Stock Options issued under the Plan may be exercised. In the event that the stockholders of the Corporation have not approved the Plan at any time a Participant seeks to exercise an Incentive Stock Option granted under the Plan, then, at the Participant’s election, such Incentive Stock Options shall be converted to Nonqualified Stock Options to the extent permissible under applicable law, or be deemed null and void.

C. Unless previously terminated, this Plan will terminate ten (10) years after the date the Corporation’s 2018 Stock Incentive Plan was first adopted by the Board, except that Awards that are granted under this Plan prior to its termination will continue to be administered under the terms of this Plan until the Awards terminate, expire or are exercised.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by a duly authorized officer as of the date of adoption of this Plan by the Board of Directors.

SQL TECHNOLOGIES CORP.

By:	/s/ John Campi
	John Campi
	Chief Executive Officer

EX-10.18

Exhibit 10.18

sql technologies Corp.

2018 STOCK INCENTIVE PLAN

AS AMENDED AND RESTATED

STOCK OPTION AGREEMENT

Name of Participant:	[       ]
Date of Grant:	[       ]
Number of Option Shares:	[       ]
Option Price:	[       ]
Type of Option (check one):	________ Incentive Stock Option (ISO)
	________ Non-qualified Stock Option (NSO)
Right to Exercise:	[       ]

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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.

sql technologies Corp.

STOCK OPTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the date of grant on the cover page hereof (the “Date of Grant”) by and between SQL Technologies Corp., a Florida corporation (the “Company”), and the recipient named on the cover page hereto (the “Participant”).

1. Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s 2018 Stock Incentive Plan, as amended and restated (the “Plan”), [pursuant to the Company’s Director Compensation Policy, for services rendered to the Company’s board of directors (the “Board”), the Compensation Committee (the “Committee”) of the Board][the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”)] hereby grants to the Participant as of the Date of Grant a stock option (the “Option”) to purchase the number of shares of the Company’s common stock, no par value (the “Common Stock”) shown on the cover page hereof (the “Option Shares”). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price per Option Share at which the Option Shares may be purchased pursuant to the Option shall be as set forth on the cover page hereof (the “Option Price”). If noted on page one of this Agreement that the Option is intended to be an “incentive stock option” within the meaning of that term under Section 422 of the Code, then this Agreement shall be construed in a manner that will enable the Option to be so qualified.

2. Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with Section 6 of this Agreement, shall expire [    ] years from the Date of Grant.

3. Right to Exercise. Subject to the expiration or earlier termination of the Option in accordance with its terms, the Option shall vest and become exercisable as set forth on the cover page hereof. To the extent the Option is vested and exercisable, it may be exercised in whole or in part. In no event shall the Participant be entitled to acquire a fraction of one Option Share pursuant to the Option. The Participant shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to him/her upon the complete and valid exercise of all or part of the Option. The Company may require, as a condition to the exercise of the Option, that the Participant agree to be bound by any stockholders agreement among all or certain stockholders of the Company that may then be in effect, or certain provisions of any such agreement that may be specified by the Company, either in addition to or in lieu of the provisions of this Agreement (as determined by the Company).

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4. [Option Nontransferable. The Option granted hereby shall be neither transferable nor assignable by the Participant except by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Participant, only by the Participant, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and court supervision.] [Option Transferability. The Option granted hereby may be transferred to a Permitted Transferee upon approval by the Committee. A “Permitted Transferee” shall mean (i) a Family Member, (ii) a trust created solely for the benefit of the Participant or a Family Member, or (iii) a partnership, limited liability company or entity whose only partners or stockholders are the Participant and/or Family Members.]

5. Notice of Exercise; Payment. To the extent then vested and exercisable, the Option may be exercised by written notice (on the form attached hereto as Attachment 1 or such other form acceptable to the Company) to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Participant may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock, (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock, or (c) any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, a cashless exercise that complies with all applicable laws. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per share of Common Stock, as determined by the Committee. As a further condition precedent to the exercise of the Option, the Participant shall execute any documents which the Committee shall, in its sole discretion, deem necessary or advisable.

6. Termination of Agreement.

(a) [This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, on the earlier of (i) ninety (90) calendar days after the Participant ceases to be an employee, director, advisor or consultant of the Company and its Subsidiaries for any reason, except as otherwise set forth in the Plan and (ii) [    ] years from the Date of Grant.][This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, [    ] years from the Date of Grant.]

(b) Notwithstanding the foregoing, in the event that the Participant’s employment or other service is terminated for cause (as determined by the Committee), this Agreement shall terminate at the time of such termination and the Participant shall forfeit all rights under this Agreement without further action or notice, including his or her rights with respect to any unvested portion of the Option and any portion of the Option vested but not yet exercised, notwithstanding any other provision of this Agreement.

(c) In the event of the termination of the Participant’s employment or service for any reason other than that set forth in Section 6(b) above, only the portion of the Option vested as of the date of such termination pursuant to Section 3 may be exercised. For the purposes of this Agreement, the continuous employment or other service of the Participant with the Company shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his or her employment among the Company and its Subsidiaries or a leave of absence of not more than thirty (30) days unless otherwise approved by the Committee.

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7. Compliance with Law. Notwithstanding any other provision of this Agreement, the Option shall not vest or be exercisable if the exercise thereof would result in a violation of any applicable federal or state securities law.

8. Lock-Up Agreement. The Participant agrees that, if requested by the Company in connection with a public offering of shares of Common Stock or other securities of the Company, the Participant will not sell, offer for sale or otherwise dispose of the Option Shares for such period of time as is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options, shares of Common Stock or such other securities of the Company at such time are similarly bound.

9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

10. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

12. Successors and Assigns. Without limiting Section 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.

13. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver in connection with this Agreement, the Option and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Chief Executive Officer of Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

14. No Fractional Shares. Fractional shares of Common Stock will be subject to rounding conventions adopted by the Company from time to time; provided, that in no event will the total shares of Common Stock issued pursuant to this Agreement and the Option exceed the total Option Shares granted under this award.

15. Taxes and Withholding. The Participant is responsible for any federal, state, local or other taxes with respect to the Option Shares. The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting of the Option Shares or the delivery of the Option Shares.

4 of 7 Stock Option Agreement

16. Change in Control. In the event of a Change in Control (as defined below), any portion of the Option that has not vested shall immediately vest. For the purposes of this Section 16, a “Change in Control” means the occurrence of one of the following events:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the then outstanding shares of common stock of the Company (the “Outstanding Common Shares”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company; or

(b) Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or indirectly) in substantially the same proportions as their ownership of the Outstanding Common Shares immediately prior to such Business Combination, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the entity resulting from such Business Combination, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Company’s Board of Directors at the time of the action of the Board was taken providing for such Business Combination.

17. No Employment Contract. Nothing contained in this Agreement shall confer upon the Participant any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate the employment or adjust the compensation of the Participant, in each case with or without cause.

18. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

19. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer, and any notice to the Participant shall be addressed to the Participant at his or her address, e-mail or fax number on file with the Company. Any written notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.

[SIGNATURES ON FOLLOWING PAGE]

5 of 7 Stock Option Agreement

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate, as of the day and year first above written.

PARTICIPANT:	COMPANY:
[    ]	SQL TECHNOLOGIES Corp.
Signature:	Signature:
Signature:	Name:
	Title:
Dated:	Dated:

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ATTACHMENT 1

FORM OF EXERCISE OF OPTION TO PURCHASE

SQL Technologies Corp.

Re: Stock Option Exercise Notice

I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of SQL Technologies Corp., Inc. (the “Company”) pursuant to the Company’s 2018 Stock Incentive Plan, as amended and restated (the “Plan”) and my Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:
Number of Shares:
Exercise Price per Share:	$

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which have vested in accordance with the Option Agreement:

Total Shares Purchased:
Total Exercise Price (Total Shares X Exercise Price per Share)
	$

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by the Option Agreement:

Cash:	$
Check:	$
Tender of shares of Company common stock:	Contact Plan Administrator
Cashless Exercise (same-day sale):	Contact Plan Administrator

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as follows:

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EX-10.19

Exhibit 10.19

sql technologies Corp.

2018 Stock INCENTIVE PLAN

AS AMENDED AND RESTATED
STOCK AWARD AGREEMENT

This Stock Award Agreement (“Agreement”) is entered into between SQL Technologies Corp. (the “Company”) and the individual named in Paragraph 1 below (“Holder”) effective as of the Grant Date.

The parties hereto, intending to be legally bound, hereby agree as follows:

1. Terms of Stock Grant. The Company has granted a Stock Award to Holder based on the following terms:

Name of Holder:

Grant Date (Date of Board Approval):

Number of Shares of Stock included in Stock Award:

Vested or Non-vested upon Grant:

2. Vesting. [The Stock Award is fully vested upon Grant Date, but may only be sold in accordance with Federal and State securities laws, including Rule 144 of the Securities Act of 1933.] [The Stock Award will vest in accordance with the following schedule: INSERT SCHEDULE]

3. Incorporation of Plan. Except as otherwise stated herein, the Stock Award is subject to all the provisions of the 2018 Stock Incentive Plan, as amended and restated (the “Plan”), the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control. The Committee shall have the sole authority to interpret and construe this Agreement and the Plan, and its interpretations shall be final, conclusive and binding for all purposes on the parties. Capitalized terms not otherwise defined herein shall have the meanings assigned in the Plan.

4. Transferability. This Agreement is not transferable by the Holder.

5. Tax Withholding. By accepting the Stock Award, the Holder agrees to pay or make arrangements satisfactory to the Committee for payment to the Company of all taxes required to be withheld by the Company in connection with the Stock Award or any sale, transfer or other disposition of any shares of Common Stock acquired. The Company shall in no case be responsible for payment of Holder’s income tax obligations, or the filing of any Section 83(b) election under the Internal Revenue Code, with respect to the Stock Award.

6. Advice. Holder is solely responsible for obtaining his or her personal tax, financial and legal advice related to the Stock Award from an independent advisor. The Company, its employees and agents shall in no case be held responsible for advising Holder regarding the tax treatment, legal effects, or financial results related to the Stock Award.

7. Legal Fees. The Company in its sole discretion may require that the Holder pay for any legal fees associated with the transfer of any shares acquired in connection with the Stock Award including, but not limited to, a legal opinion as to the availability of an exemption to any federal and/or state securities registration requirements.

8. Acknowledgement. By signing below, Holder acknowledges receipt of this Agreement and a copy of the Plan.

1

SQL TECHNOLOGIES CORP.	HOLDER
By:
Title:
Date:	Date:

2

EX-10.20

Exhibit 10.20

CHAIRMAN AGREEMENT

The terms contained in this Executive Chairman Agreement (the “Chairman Agreement”) supersede and replace the terms contained in the Chairman Agreement dated September 1, by and between SQL Technologies Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Rani Kohen (hereinafter referred to as the “Chairman”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Engagement. Company hereby agrees to engage Chairman, who currently serves as the Company’s chairman of the Board of Directors, and Chairman hereby accepts such engagement in accordance with the terms of this Executive Chairman Agreement.

2. Duties of Executive Chairman. The duties of Chairman shall include advising Company management and its Board of Directors concerning matters relating to the management and organization of the company, its business affairs, corporate and product development and other projects as agreed by the Company’s board of directors. Chairman shall perform all duties in a professional, ethical and businesslike manner. Chairman shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Chairman shall perform such duties principally from offices he maintains in Fort Lauderdale and Miami, Florida and Atlanta, Georgia, subject to such reasonable travel as may be required, and shall not be required to relocate his residence.

3. Compensation: Chairman will be paid compensation during this Chairman Agreement as follows:

a) An annual fee of $250,000 (one hundred and fifty thousand dollars) commencing September 1, 2019 payable in installments according to the Company’s regular payroll schedule. The Board of Directors of the Company may, at its sole discretion, during the decision for which the Chairman as executive chairman will recuse himself from such discussions, award Chairman bonus compensation in addition to any cash or stock incentive compensation due to Chairman. In the event that the company has a significant cash raise the Company will increase Chairman’s annual cash compensation in good faith.

b) For each year of this agreement Executive Chairman will receive an option to purchase Three Hundred Forty Thousand (340,000) shares of the Company’s common stock at a price of $6.00 per share (the “Compensation Options”) which shall vest at the end of each year of this contract, however, in the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets (the “M&A Transaction”) prior to January 1, 2024, Executive’s Compensation Shares shall vest immediately. Said compensation options will have a 5-year term and the Chairman will have the option of a cash-less exercise.

SQL Technologies Corp. - Executive Chairman Agreement Page 1 of 6

c) An annual incentive compensation of cash, stock and/or options equal to ½% (0.005) of the Company’s annual gross revenue (as defined below). Said incentive options will have a 5-year term and the Chairman will have the option of a cash-less exercise.

Gross Revenue: Sales less any returns and discounts.

d) A sign-on bonus of 5-year option to purchase 120,000 common stock shares of the company, at $6.00 per share (“Sign-On Bonus”) which shall vest in its entirety to Executive on January 1, 2020. In the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or a majority of its assets, all of the Sign-On Bonus shares shall vest immediately.

e) A Supplemental Bonus in options, based on Company’s capitalization to purchase shares of the Company’s stock (the “Bonus Options”). The company will grant Chairman Bonus Options to purchase 500,000 shares of the Company’s common stock at $6.00 per share upon the Company achieving each of the following market capitalization: $500,000,00; $1,000,000,00; $1,500,000,00; $2,000,000,00; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $7.00 per share upon the Company achieving each of the following market capitalization: $3,000,000,00; $4,000,000,00; $5,000,000,00; $6,000,000,00; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $8.00 per share upon the Company achieving each of the following market capitalization: $7,000,000,00; $8,000,000,00; $9,000,000,00; $10,000,000,00; Said bonus options of this contract as well as for all other Chairman’s contracts will have a 5-year term and the Chairman will have the option of a cash-less exercise.

4. Benefits.

a)	Vacation. Executive shall be entitled to five weeks paid vacation days each year.
b)	Sick Leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.
c)	Medical and Group Life Insurance. In the event the Company offers such a plan, Company agrees to include Chairman, including Chairman’s immediate family, at the Chairman’s option, in a group medical and hospital insurance plan the Company may offer during this Chairman Agreement. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of engagement by the Chairman.

SQL Technologies Corp. - Executive Chairman Agreement Page 2 of 6

d)	Expense Reimbursement. Chairman shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Chairman in the performance of Chairman’s duties. Chairman will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.
e)	Vehicle Reimbursement. Chairman shall be entitled to a Car Allowance of $1,000 per month, which shall be paid periodically together with Chairman’s salary. The Chairman’s vehicle should be, above all, highly reliable, safe and secure for the user, while meeting some of the user’s personal preferences and needs.

f) Other.

(i)	In the event Chairman invents additional new products and applications for the company, including products based on the existing intellectual property of the Company, Chairman will be entitled to additional compensation that will be determined by the Company’s board of directors in good faith and fair value.
(ii)	The Company shall reimburse Chairman for the cost of a cellular phone.
(iii)	All stock incentives from this agreement or from the previous agreement will vest on January 2021. In the event this agreement is terminated all stock and options owed to Chairman will vest immediately.

5. Initial Term. The Initial Term of this Chairman Agreement shall commence on September 1, 2019 and it shall continue in effect for a period of three (3) years. Thereafter, the Chairman Agreement shall be renewed automatically agreement of Chairman and Company unless decided otherwise by the Board of Directors of the Chairman.

6. Termination

a) The Company may terminate Chairman for cause. Cause shall be defined as:

(i)	An act of fraud, embezzlement or theft;
(ii)	A material violation of this Chairman Agreement by Chairman, which is not cured within 60 days after written notice thereof;
(iii)	Chairman’s death, disability or incapacity.

b) This Chairman Agreement is an employment agreement and nothing in the Company’s policies, actions, or this document shall be construed to alter the nature of Executive’s status with the Company, and Chairman understands that the Company may terminate Executive’s employment at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law. If, however, Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive’s monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash equal to the remaining six months base compensation of the Initial Term at the time of termination). In addition, if Executive is terminated without cause, Executive’s Sign-on Bonus shares shall immediately vest and Executive’s Compensation Shares shall vest on a pro rata basis with the number of days from the first date of the Term through the last date of employment as the numerator and the number of days from the first date of employment to August 31, 2019 as the denominator. In the event of such termination, Executive shall be entitled to any due and unpaid Incentive Compensation then in effect.

SQL Technologies Corp. - Executive Chairman Agreement Page 3 of 6

c) This Chairman Agreement and Chairman’s engagement may be terminated by the Company’s Board of Directors unanimously at its discretion at any time after the Initial Term, provided that in such case, Chairman shall be fully paid for all incentives and will be entitled for a compensation for any and all of his invented products.

d) This Chairman Agreement may be terminated by Chairman at Chairman’s discretion by providing at least ninety (90) days prior written notice to Company. In the event of termination by Chairman pursuant to this subsection, Company may immediately relieve Chairman of all duties and immediately terminate this Chairman Agreement, provided that Company shall pay Chairman at the then applicable annual fee rate to the termination date included in Chairman’s original termination notice.

e) In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Chairman Agreement shall not be terminated and the Company will ensure that the transferee or surviving company is bound by the provisions of this Chairman Agreement and all shares grants and any other compensations shall vest and paid immediately.

f) In the event of Chairman’s employment is terminated by reason of Executive’s death, the Company shall (i) pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death, in a lump sum in cash twelve (12) months of Executive’s Base Salary or Executive’s Base Salary through the remainder of the year in which Executive’s death occurs, whichever is more, and (ii) any and all Annual Stock Compensation, Incentive Compensation, Sign-On Bonus and Supplemental Bonus as described in Section 3 b), c), d) and e), due Chairman shall be bequeathed to Executive’s designated beneficiary or beneficiaries.

7. Notices. Any notice required by this Chairman Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

Safety Quick Lighting & Fans Corp.

4400 North Point Parkway

Suite 265

Alpharetta GA 30022

SQL Technologies Corp. - Executive Chairman Agreement Page 4 of 6

If to Chairman:

Rani Kohen

[*]

[*]

9. Governing Law. This Chairman Agreement shall be construed and enforced in accordance with the laws of the state of Florida

10. Headings. Headings used in this Chairman Agreement are provided for convenience only and shall not be used to construe meaning or intent.

11. No Assignment. Neither this Chairman Agreement nor any or interest in this Chairman Agreement may be assigned by Chairman without the prior express written approval of Company, which may be withheld by Company at Company’s absolute discretion.

12. Severability. If any term of this Chairman Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Chairman Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

13. Arbitration. The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Chairman Agreement. Any controversy claims or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

***** Signature Page Follows *****

SQL Technologies Corp. - Executive Chairman Agreement Page 5 of 6

IN WITNESS WHEREOF, the parties hereto have executed this Chairman Agreement as of September 1, 2019.

SQL Technologies CORP.

/s/ John P. Campi

John P. Campi, President & CEO

EXECUTIVE CHAIRMAN

/s/ Rani Kohen

Rani Kohen

SQL Technologies Corp. - Executive Chairman Agreement Page 6 of 6

EX-10.21

Exhibit 10.21

AMENDMENT NO. 1 TO CHAIRMAN AGREEMENT

THIS AMENDMENT NO. 1 TO CHAIRMAN AGREEMENT (this “Amendment”) is made to be effective as of September 1, 2019, by and between SQL Technologies Corp., a Florida corporation (the “Company”), and Rani Kohen (the “Chairman’’). This Amendment amends that certain Chairman Agreement between the parties, dated September 1, 2019, a copy of which is attached hereto as Exhibit A (the “Agreement’’), to include the additional terms set forth herein. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the parties agree as follows:

1. Amendments to the Agreement.

(A) The Agreement was made by the parties to supersede and replace the Chairman Agreement between the Company and the Chairman dated September 1, 2016 (the “Prior Agreement”), as stated in the preamble to the Agreement. However, the preamble omits the year of the Prior Agreement and does not qualify certain terms from the Prior Agreement that the parties intended to remain in-force. The preamble to the Agreement is hereby deleted in its entirety and replaced with the following:

“The terms contained in this Chairman Agreement (this “Chairman Agreement”) supersede and replace the terms contained in the Chairman Agreement dated September 1, 2016 (the “Prior Agreement”), by and between SQL Technologies Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Rani Kohen (hereinafter referred to as the “Chairman”). Notwithstanding the foregoing, the parties intend for Section 3(d) of the Prior Agreement to remain in effect through the term of the Agreement, which is hereby reproduced (modified for integration) as Section 3(f) of this Chairman Agreement.”

(B) Section 3 of the Agreement is hereby amended to include a new Section 3(f), as follows:

“f) Pursuant to the Prior Agreement, in addition to Section 3(e) above, the Company will grant to Chairman Bonus Options to purchase 500,000 shares of the Company’s common stock at $3.00 per share upon the Company achieving each of the following market capitalizations: $300,000,000; $500,000,000; $750,000,000; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $4.00 per share upon the Company achieving each of the following market capitalizations: $1,000,000,000; $1,500,000,000; $2,000,000,000; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $5.00 per share upon the Company achieving each of the following market capitalizations: $2,500,000,000 and $3,000,000,000.”

2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties. This Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein. This Amendment is governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions of such State. This Amendment may be executed in any number of counterparts and by electronic transmission or facsimile, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

AMENDMENT NO. 1 TO CHAIRMAN AGREEMENT Page 1 of 2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

COMPANY:		CHAIRMAN:
SQL TECHNOLOGIES CORP.		RANI KOHEN
By:	/s/ John P. Campi	By:	/s/ Rani Kohen
Name:	John P. Campi
Title:	CEO

AMENDMENT NO. 1 TO CHAIRMAN AGREEMENT Page 2 of 2

EX-10.22

Exhibit 10.22

SQL TECHNOLOGIES CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

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 John P. Campi, a resident of the state of Georgia (hereinafter referred to as the “Executive”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Employment. Company hereby agrees to employ Executive as its Chief Executive Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement, and the terms of employment applicable to regular employees of Company.

2. Duties of Executive. The duties of Executive shall include the performance of all of the duties typical of the office held by Executive as described in the bylaws of the Company and such other duties and projects as may be assigned by the board of directors of the Company, if any. Executive shall perform all duties in a professional, ethical and businesslike manner. Executive shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Executive shall perform such duties principally from the Company’s offices in Atlanta, Georgia, subject to such reasonable travel as may be required. With the exception of those listed on Exhibit A, during the term of this Agreement, Executive’s direct or indirect engagement in any other businesses or concerns in any capacity, either with or without compensation will require prior written consent of Company.

3. Compensation. Executive shall be paid compensation during the term of this Agreement as follows:

a) A base salary of one hundred and two thousand dollars ($150,000) per year ($12,500 per month), payable in installments according to the Company’s regular payroll schedule. The base salary shall be reviewed at the end of each year of service and adjusted by the Company’s Board of Directors at its sole discretion.

b) 120,000 stock options to purchase shares company at $6.00 per share. Options will vest on December 31, 2020 to complete sign-on bonus

c) An “Incentive Compensation” with cash and stock option components equal to:

Cash:

	(i)	One-quarter of one-percent (0.0025%) of the Company’s annual gross revenue (as defined below)
and
	(ii)	Three percent (3%) of the Company’s annual net income (as defined below)

For the purposes of this Agreement, the following definitions of terms shall apply:

Gross Revenue shall mean gross sales less any returns and discounts.

Net Income: shall mean Gross Revenue less cost of manufacturing and transportation to port, selling costs, GE license fee, all operating and financing costs, bank fees, depreciation, amortization and federal, state and local income taxes.

Options:

(i) Options to purchase shares of the Company’s common stock equal to one half of one percent (0.005) of quarterly net income, the strike prices of which will be determined at the time of granting. Such options shall expire five years from grant.

Payments of the cash components of the incentive compensation shall be made within thirty (30) days after the Company’s independent auditor (“Auditor”) has completed its annual audit (“Audit’’) for each applicable year. If the Audit in any applicable year has not been completed within one-hundred and five (105) days (“Audit Date”) after the end of the Company’s fiscal year, then the Company shall make a preliminary payment equal to fifty percent (50%) of the estimated amount due based upon the preliminary adjusted net profits determined by the Auditor, and the payment of the balance, if any, paid with 48 hours following completion of the Audit. In the event it is determined that the preliminary payment is greater than the amount of cash incentive compensation due Executive based on the final Audit results, Executive shall return such excess amount of cash incentive compensation paid to the Company within 48 hours following the completion of the Audit.

4. Benefits.

a) Vacation. Executive shall be entitled to four (4) weeks paid vacation days each year.

b) Sick Leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

c) Medical and Group Life Insurance. In the event the Company offers such a plan, Company agrees to include Executive, at the Executive’s option, in a group medical and hospital insurance plan the Company may offer during this Agreement. Executive shall be responsible for payment of any federal or state income tax imposed upon these benefits.

The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of employment by the Executive.

d) Expense Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive’s duties. Executive will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.

5. Term. The term of this Agreement shall commence on September 1, 2016 and shall continue in effect for a period of one (1) year. Following the expiration of the current term, the Agreement shall be renewed upon the mutual agreement of Executive and Company.

6. Termination

a) The Company may terminate Executive for cause. Cause shall be defined as:

(i) An act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of Executive’s employment which is materially injurious to the financial condition or business reputation of the Company;

(ii) A material violation of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

(iii) Executive’s death, disability or incapacity.

b) This Agreement and Executive’s employment may be terminated at Company’s Board of Directors discretion during the Initial Term, provided that if Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive’s monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash or stock equal to the remaining six months base compensation of the Initial Term at the time of termination. To further illustrate, if the Executive’s monthly salary at the time of termination without cause was twelve thousand five hundred dollars ($12,500), the Executive would receive twelve thousand five hundred dollars ($12,500) multiplied by six (6) or seventy-five thousand dollars ($75,000). In addition, if Executive is terminated without cause, Executive’s Sign-on Bonus shares shall immediately vest. In the event of such termination, Executive shall be entitled to the Incentive Compensation payment and other compensation then in effect, on a prorated basis.

c) This Agreement and Executive’s employment may be terminated by the Company’s Board of Directors at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid fifty percent (50%) of Executive’s then applicable annual base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise.

d) This Agreement may be terminated by Executive at Executive’s discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive’s original termination notice.

e) In the event Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets, this Agreement, all of the provisions and rights provided herein shall survive. The Company shall use its best efforts to ensure that the transferee or surviving company is bound by the provisions of this Agreement and all shares grants will vest immediately.

7. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

SQL Technologies Corp.

4400 North Point Parkway

Suite 265

Alpharetta, GA 30022

If to Executive:

John P. Campi

[*]

[*]

8. Final Agreement. This Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by both parties.

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

10. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

11. No Assignment. Neither this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by Company at Company’s absolute and sole discretion.

12. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

13. Arbitration. The parties agree that they shall use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

******** Signature Page Follows ********

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of September 1, 2019.

EXECUTIVE

/s/ John P. Campi

John P. Campi

SQL Technologies CORP.

/s/ Rani Kohen

Rani Kohen, Chairman, on behalf of the Company’s Board of Directors, which has reviewed the Agreement and ratified and affirmed such Agreement as represented herein.

EX-10.23

Exhibit 10.23

CONSULTANT AGREEMENT

This Consultant Agreement (the “Agreement”) dated August 20, 2019 and between:

SKY Technologies, and its affiliates duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Steve Schmidt, (hereinafter referred to as the “Consultant”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Consulting. The Company hereby agrees to engage Consultant as retail market consultant to the Executive Chairman of the Company and Consultant hereby accepts his role in accordance with the terms of this Agreement.

2. Duties of Consultant. The duties of Consultant shall include advising the Chairman of the Company on retail programs and strategies, opportunities and transactions, help in identifying strategic partners and/or investors and other consulting services as may be assigned by the Chairman of the Company. Consultant shall perform all duties in a professional, ethical and businesslike manner. Consultant shall devote a reasonable time to the affairs of the Company as will be mutually agreed between the Chairman and Consultant.

3. Compensation. During the initial term of this Agreement only, Consultant shall be paid compensation as follows:

A.	For each year of his service to the company, Consultant will receive the following:
	For year one: Consultant will receive a 5-year option to purchase 20,000 common shares at strike price of $0.10 per share and a 5-year option to purchase 20,000 common shares at a strike price of $6 per share that will all vest on October 1, 2020
	For year two: Consultant will receive a 5-year option to purchase 20,000 common shares at strike price of $0.10 per share and a 5-year option to purchase 20,000 common shares at a strike price of $6 per share that will all vest on October 1, 2021
	For year three: Consultant will receive a 5-year option to purchase 20,000 common shares at strike price of $0.10 per share and a 5-year option to purchase 20,000 common shares at a strike price of $6 per share that will all vest on October 1, 2022
	For each big-box retail chain implementation of a full program in both websites and all stores of Smart Ceiling Fans, or Smart Lighting, or Smart Bases, that Consultant will lead and help the Company to achieve, he will receive a bonus of: 20,000 shares.

4. Independent Contractor Status. The parties intend Consultant to be an independent contractor and not an employee. Consultant will not incur any indebtedness on behalf of the Company. The Company is not responsible and will not withhold or deduct FICA or taxes of any kind, unless such withholding becomes legally required. Benefits provided by an employer to employees will not be available to Consultant.

5. Initial Term. The term of this Agreement shall commence on August 20, 2019 (the Effective Date”) and shall continue in effect for a period of three (3) years (the “Initial Term”). Following the expiration of the Initial Term, the Agreement shall be renewed upon the mutual agreement of Consultant and Company.

6. Termination. The Company may terminate Consultant for cause.

a) Cause shall be defined as:

(i) An act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of Consultant which is materially injurious to the financial condition or business reputation of the Company;

(ii) A material violation of this Agreement by Consultant, which is not cured within thirty (30) days after written notice thereof;

(iii) Consultant death, disability or incapacity;

(iv) Willful misconduct damaging to the Company, its reputation, products, services or customers;

(v) Being charged with a felony or a misdemeanor involving moral turpitude.

b) This Agreement is an “At Will” consulting agreement and nothing in the Company’s policies, actions, or this document shall be construed to alter the “At Will” nature of Consultant’s status with the Company, and Consultant understands that the Company may terminate the Agreement at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law and further provided all common shares described in Section 3 are granted to Consultant and all options set forth therein shall immediately vest.

c) This Agreement may be terminated by the Company at its discretion at any time, provided all shares described in Section 3 are granted to Consultant and all options shall immediately vest.

d) This Agreement may be terminated by Consultant at Consultant’s discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Consultant pursuant to this subsection, Company may immediately relieve Consultant of all duties and immediately terminate this Agreement, provided that Consultant shall be entitled to any due but un-granted common shares and any vested options to the termination date set forth in Consultant’s original termination notice.

e) In the event Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets, this Agreement, all of the provisions and rights provided herein shall survive. The Company shall use its best efforts to ensure that the transferee or surviving company is bound by the provisions of this Agreement and all shares grants will vest immediately.

8. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:
	Sky Technologies. 2855 W McNab Rd Pompano Beach FL 33180
If to Consultant:	[Enter Name and Address]

9. Final Agreement. This Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by both parties.

10. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.

11. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

12. No Assignment. Neither this Agreement nor any or interest in this Agreement may be assigned by Consultant without the prior express written approval of Company, which may be withheld by Company at Company’s absolute and sole discretion.

13. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

14. Arbitration. The parties agree that they shall use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

*********************************************************

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date above.

SKY TECHNOLOGIES		CONSULTANT
/s/ Rani Kohen /s/ John Campi		/s/ Steven Schmidt
Name	Rani Kohen and John Campi	Name	Steven Schmidt

EX-10.24

Exhibit 10.24

FIRST AMENDMENT

TO

CONSULTING AGREEMENT

This FIRST AMENDMENT TO CONSULTANT AGREEMENT (“Amendment”) is made this 1st day of June, 2021 by and between SKY Technologies, and its affiliates, duly organized under the laws of the State of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Steve Schmidt (hereinafter referred to as the “Consultant”).

In 2019 the Company and Consultant entered into an agreement entitled CONSULTANT AGREEMENT, pursuant to which the Company has engaged the Consultant to advise the Company in certain areas including retail and data.

NOW, THEREFORE, the parties hereto agree to amend the Consultant Agreement as follows:

1.	Title. Consultant will serve as the President of the Company and will report to the Executive Chairman of the Company.
2.	Duties. President will assist and help the Company with the following matters:

A)	Assist the Company with securing funds;
B)	Assist the Company with company data modeling and monetization;
C)	Assist the Company with sales to big box retail and general retail; and
D)	Assist the Company with its Public Relation efforts.

3.	Term. A 3-year term that will be renewed annually at the end of each year upon the signed written consent of the Company and Consultant.
4.	Additional Compensation.

A)	Signing Bonus of 25,000 shares of Company Common Stock and a 5-year option to purchase 25,000 shares of the Company’s Common Stock at a strike price of $12.00 per share. Shares and options will vest on the signing date.
B)	Upon renewal after the first year of the Term pursuant to Paragraph 3, 25,000 shares and a 5-year option to purchase 25,000 shares of the Company’s common stock at a strike price of $12.00 per share. Shares and options will vest 12 months from the signing date.
C)	Upon renewal after the second year of the Term pursuant to Paragraph 3: 25,000 shares and a 5-year option to purchase 25,000 shares of the Company’s common stock at a strike price of $12.00 per share. Shares and options will vest 24 months from the signing date.

D) At the end of the third year of the Term: 25,000 shares and a 5-year option to purchase 25,000 shares of the Company’s common stock at a strike price of $12.00 per share. Shares and options will vest 36 months from the signing date.

5.	Bonus Compensation. Bonus compensation shall be based on success. The Company reserves the right to further compensate the President based on success.
6.	Prior Consulting Agreement. All other provisions of the Consulting Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above.

SKY TECHNOLOGIES	CONSULTANT
	/s/ Steven Schmidt
Name:	Name:	Steven Schmidt

EX-10.25

Exhibit 10.25

EXECUTIVE EMPLOYMENT AGREEMENT

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”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Employment. Company hereby agrees to employ Executive as its Chief Operations Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement, and the terms of employment applicable to regular employees of Company.

2. Duties of Executive. The duties of Executive shall include the performance of all of the duties and projects as may be assigned by the Chairman of the Board, the Chief Executive Officer and the Board of Directors of the Company. Executive shall perform all duties in a professional, ethical and businesslike manner. Executive shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Executive shall perform such duties principally from the Company’s offices in Alpharetta, Georgia and/or Fort Lauderdale, Florida, subject to such reasonable travel as may be required. With the exception of those listed on Exhibit A, during the term of this Agreement, Executive’s direct or indirect engagement in any other businesses or concerns in any capacity, either with or without compensation will require prior written consent of Company.

3. Compensation. Executive shall be paid compensation during the term of this Agreement as follows:

a) 100,000 stock options to purchase shares company at $6.00 per share. Options will vest on December 31, 2020 to complete sign-on bonus

A base salary of one hundred and twenty thousand dollars ($150,000) per year ($12,500 per month), payable in installments according to the Company’s regular payroll schedule. The base salary shall be reviewed at the end of each year of service and adjusted by the Company’s Compensation Committee of the Company’s Board of Directors, at its sole discretion.

b) Incentive compensation equal to one quarter of one percent (0.0025) of Net Revenue (as defined herein) paid in cash on an annual or quarterly basis pursuant to the Company’s annual audit conducted by its independent auditor.

Net Revenue shall mean total sales less returns and discounts.

4. Benefits.

a) Vacation. Executive shall be entitled to four (4) weeks paid vacation days each year.

b) Sick Leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

c) Medical and Group Life Insurance. In the event the Company offers such a plan, Company agrees to include Executive, at the Executive’s option, in a group medical and hospital insurance plan the Company may offer during this Agreement. Executive shall be responsible for payment of any federal or state income tax imposed upon these benefits. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of employment by the Executive.

d) Expense Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive’s duties. Executive will maintain records and written receipts as required by the Company policy and reasonably requested by the Company’s Board of Directors to substantiate such expenses.

5. Initial Term. The term of this Agreement shall commence on July 1, 2018 and shall continue in effect for a period of two (2) years (the “Initial Tern”). Following the expiration of the Initial Tern, the Agreement shall be renewed upon the mutual agreement of Executive and Company.

6. Termination

a) The Company may terminate Executive for cause. Cause shall be defined as:

(i) An act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of Executive’s employment which is materially injurious to the financial condition or business reputation of the Company;

(ii) A material violation of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

(iii) Executive’s death, disability or incapacity.

b) This Agreement is an “At Will” employment agreement and nothing in the Company’s policies, actions, or this document shall be construed to alter the “At Will” nature of Executive’s status with the Company, and Employee understands that the Company may terminate Executive’s employment at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law. If, however, Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive’s monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash equal to the remaining six months base compensation of the Initial Term at the time of termination). In addition, if Executive is terminated without cause, Executive’s Sign-on Bonus shares shall immediately vest. In the event of such termination, Executive shall be entitled to any due but unpaid Incentive Compensation then in effect.

c) This Agreement and Executive’s employment may be terminated by the Company’s Board of Directors at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid one (1) month of Executive’s then applicable annual base salary for every year of employment in the Company. In the event of such a discretionary termination, Executive shall be entitled to any due but unpaid Incentive Compensation then in effect.

d) This Agreement may be terminated by Executive at Executive’s discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate and Executive shall be entitled to any due but unpaid Incentive Compensation to the termination date included in Executive’s original termination notice.

e) In the event Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets, this Agreement, all of the provisions and rights provided herein shall survive. The Company shall use its best efforts to ensure that the transferee or surviving company is bound by the provisions of this Agreement and all shares grants will vest immediately.

7. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265

Alpharetta, GA 30022

If to Executive:

Patricia Barron

[*]

[*]

8. Final Agreement. This Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by both parties.

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

10. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

11. No Assignment. Neither this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by Company at Company’s absolute and sole discretion.

12. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

13. Arbitration. The parties agree that they shall use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

******** Signature Page Follows ********

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of September 1, 2019.

EXECUTIVE

/s/ Patricia Barron

Patricia Barron

SQL Technologies CORP.

/s/ John P. Campi

John P. Campi, President & CEO

/s/ Rani Kohen

Rani Kohen, Chairman

EX-10.26

Exhibit 10.26

STOCK OPTION AGREEMENT

TO PURCHASE UP TO [ ] SHARES OF COMMON STOCK

OF SQL TECHNOLOGIES CORP.

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”).

WHEREAS, the Optionee subscribed for (i) up to [ ] shares of the Company’s common stock, no par value per share (“Common Stock”) and (ii) a five-year option to purchase up to [ ] shares of Common Stock (collectively, the “Securities”), pursuant to the terms set forth in a Securities Subscription Agreement dated [ ], 2017 (the “Subscription Agreement”). Any capitalized term not defined herein shall have the meaning of such term as has been set forth in the Subscription Agreement.

1.       Grant of Option. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Optionee the option, whereby the Optionee shall have the right purchase from the Company, during the period set forth in Section 2, up to [ ] shares of Common Stock (“Option Shares”) at an exercise price of US $[ ] per share (the “Exercise Price”, and such right to purchase the Option Shares at the Exercise Price, the “Option”).

2.       Term. This Agreement and the Option shall be forfeited and terminate automatically, without further action or notice, on the five (5) year anniversary of the Effective Date (the “Expiration Date”). The right to purchase the Option Shares under the Option shall vest to the Optionee immediately. Notwithstanding any other provision of this Agreement, the Option shall not vest or be exercisable if the exercise thereof would result in a violation of any applicable federal or state securities law.

3. Exercise of Option.

(a)       Exercise of the purchase rights represented by the Option may be made at any time or times on or before the Expiration Date by delivery to the Company of a duly executed Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the Optionee at the address of such Optionee appearing on the books of the Company) and surrender of this Agreement, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. The Option may not be exercised for less than ten thousand (10,000) Option Shares, and may only be exercised in increments of five thousand (5,000) Option Shares, unless otherwise agreed to by the Company.

(b)       The Option shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Option Shares shall be deemed to have been issued, and Optionee or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Option has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Optionee, if any, have been paid.

(c)       The Company and the Optionee agree that, to the extent applicable, unless and until registered under the Securities Act of 1933, as amended, which registration remains effective, all shares of Common Stock acquired by the Optionee upon exercise of the Option, may be stamped or otherwise imprinted with legends in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

4. Adjustments and Restrictions.

(a)       Upon the occurrence of an event affecting the capitalization of the Company, such as a stock split, reclassification or otherwise, the Company shall preserve the benefits or potential benefits intended to be made available hereunder, either by equitably increase or decrease the number of Option Shares, changing the kind of shares available under the Option, or increasing or decreasing the Exercise Price of the Option.

(b)       If the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Optionee shall have the right thereafter to receive, instead of the Option Shares, at the option of the Optionee, (i) upon exercise of this Option, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Optionee of the number of shares of Common Stock for which this Option is exercisable immediately prior to such event or (ii) cash equal to the value of this Agreement as determined in accordance with the Black-Scholes option pricing formula. For the purposes of this section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

(b)       The Optionee shall have no rights as a shareholder with respect to any shares of Common Stock covered by the Option until the date of the issuance of a certificate or certificates for the shares for which the Option has been exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such certificate or certificates are issued.

(c)       The Company shall not be required (i) to transfer on its books any Options Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Option Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

(d)       The Option may not be transferred, assigned, sold, hypothecated or pledged by the Optionee without the prior written consent of the Company. Subject to applicable securities laws, the Option and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Optionee.

(e)       Optionee acknowledges that the Option Shares acquired upon the exercise of the Option, if not registered for resale, will have restrictions upon resale imposed by state and federal securities laws.

(f)       The Optionee represents and warrants that the Optionee is acquiring the Option and shares of Common Stock issuable upon exercise thereof for the Optionee’s own account as an investment and not with a view toward the sale or distribution thereof.

5. Miscellaneous.

(a)       All questions concerning the construction, validity, enforcement and interpretation of 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 that would result in the application of any laws other than the laws of the State of New York. 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. Optionee 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 Optionee is not subject personally to the jurisdiction of the above named courts, that Optionee’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.

(b)       This Agreement may not be modified or amended, or the provisions hereof waived, without the prior written agreement of the Company and Optionee. No course of dealing or any delay or failure to exercise any right hereunder on the part of Optionee shall operate as a waiver of such right or otherwise prejudice Optionee’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Expiration Date. The headings used in this Agreement are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

(c)       Any notice, request or other document required or permitted to be given or delivered to the Optionee by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

(d)       The Optionee is responsible for any federal, state, local or other taxes with respect to the Option Shares. The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting of the Option Shares or the delivery of the Option Shares.

(e)       This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Option Agreement to be executed as of the Effective Date.

OPTIONEE:	COMPANY:
	SQL TECHNOLOGIES CORP.
By:	By:
Name:	Name:	John P. Campi
Title:	Title:	Chief Executive Officer

NOTICE OF EXERCISE

To: SQL Technologies Corp.

(1)       The undersigned hereby elects to purchase                           Option Shares of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)       Please issue a certificate or certificates representing said Option Shares in the name of the undersigned or in such other name as is specified below:

(3)       The Option Shares shall be delivered to the following:

(4)       The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

(OPTIONEE)

By:

Name:

Title:

Dated:

ASSIGNMENT FORM

(To assign the foregoing Stock Option Agreement, execute this form and supply required information.

Do not use this form to exercise the Option.)

FOR VALUE RECEIVED, the foregoing Stock Option Agreement and all rights evidenced thereby, including the Option, are hereby assigned to:

whose address is:

	Dated:                            ,
Optionee’s Signature
Optionee’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Stock Option Agreement, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Stock Option Agreement.

EX-10.27

Exhibit 10.27

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

COMMON STOCK PURCHASE WARRANT

To Purchase [____] Shares of Common Stock of

SQL TECHNOLOGIES CORP.

[_____], 2017 (the “Issuance Date”)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, [_____] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to the fifth anniversary of the Issuance Date (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 $3.30 (three dollars and thirty cents US) per share. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form attached hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

2 Authorization of Shares. The Company covenants that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented by this Warrant in accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares, will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery to the Company of a duly executed Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

(e) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

12. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section 12, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

13. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.

14. Miscellaneous.

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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 that would result in the application of any laws other than the laws of the State of New York. Any legal action or proceeding arising out of or relating to this Warrant 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. Holder 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 Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above named courts, that Holder’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.

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will have restrictions upon resale imposed by state and federal securities laws.

(c) Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date.

(d) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission, to the following addresses and facsimile numbers (or to such other addresses which such party shall subsequently designate in writing to the other party):

(i) if to the Company:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265

Alpharetta, GA 30022

(ii) If to Holder, to the address of record on the Company’s books and records.

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(g) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(h) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(i) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the Issuance Date by its officer thereunto duly authorized.

SQL TECHNOLOGIES CORP.
By:
	John P. Campi
	Chief Executive Officer

NOTICE OF EXERCISE

To: SQL Technologies Corp. (the “Company”)

(1) The undersigned hereby elects to purchase                     Warrant Shares (as defined in the Warrant) of the Company pursuant to the terms of the attached Common Stock Purchase Warrant (the “Warrant”), and tenders herewith payment in lawful money of the United States of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing said Warrant Shares in the name of, and delivered to:

Name:

Address:

Tax ID:

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

Dated:
	By:
	Name:
	Title:

(Signature must conform in all respects to the name of

the holder as specified on the face of the Warrant)

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to:

Name:

Address:

Dated:
	By:
	Name:
	Title:

(Signature must conform in all respects to the name of

the holder as specified on the face of the Warrant)

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-10.28

Exhibit 10.28

INVESTMENT BANKING AGREEMENT

This Agreement (the “Agreement”) is made as of the 28th day of September 2018 by and between SQL Technologies Corp., a Florida corporation with its principal office at 2855 W. McNab Road, Pompano Beach, Florida 33069 (“Client” or ‘‘Company’’) and Newbridge Securities Corporation (“NSC”).

WHEREAS, Client desires for NSC to assist it with business development, consulting and advisory services, including, when applicable, capital raising and placement agency services (collectively, the “Services”) and NSC agrees to assist Client under the terms of this Agreement.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt and sufficiency of which is acknowledged by the parties, it is agreed:

1. Client will not make any contact with, initiate any contact with, communicate with, deal with or cause another to be involved in any transaction(s) with any person, entity, association, banking or lending institution, trust, corporation, company or individual, lender or borrower, buyer or seller of any third party which is located, identified or introduced by NSC to the Client (the “NSC Party”) without first obtaining express, specific and written consent of NSC. Client shall also keep the names and contact information for any such introduced parties strictly confidential, except as may be required by law.

2. This Agreement shall apply to any and all Services and transactions, including but not limited to, any subsequent follow-ups, repeat, extended or re-negotiated Services or transactions. The parties hereby agree and confirm that the identities of the banks, lending institutions, corporations, individuals, trusts, lenders or borrowers, buyers or seller, or any other third parties identified, located or introduced are currently and in the future the exclusive and sole property of the introducing, identifying or locating party.

3. In conjunction with the performance of the Services or consummating a transaction, NSC agrees to:

i. Make itself available to the Client for phone conferences during normal business hours for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling, for the purpose of advising the Client with regard to the Services to be performed and the preparation of such reports, summaries, corporate profiles, due diligence packages and/or other material and documentation as shall be necessary to properly present the Client to individuals and/or entities that could be a benefit to the Client.

ii. Advise the Client in evaluating any proposals received from potential investors, lenders, strategic partners and other interested parties, including potential licensees. NSC may be involved in negotiating with these parties on behalf of the Client.

iii. In connection with NSC providing the Services, the Client agrees to keep NSC up to date and apprised of all business, market and legal developments related to the Company and its operations and management. NSC shall devote such time and effort, as it deems commercially reasonable.

iv. The Client shall provide to NSC copies of the Company’s Business Plan, Offering documentation, PowerPoint Presentation and such other collateral materials necessary for NSC’s performance hereunder. The Client shall also make available certain of its employees for the purposes of presentations and meetings. NSC acknowledges and agrees that the Company’s Business Plan, offering documents, PowerPoint Presentation and other collateral materials to which NSC may have access to during the performance of this Agreement are confidential information and as such, shall not be distributed to third parties unless authorized by the Client.

4. For NSC’s Services hereunder, the Client agrees to pay NSC the fees and other consideration outlined below, for Services rendered or upon closing of one or several transactions (in each instance, a “Closing”):

(a) Consulting/Advisory Fees.

Upon execution of this Agreement, the Client shall: (i) pay to NCS a non-refundable $25,000 consulting/ advisory fee (the “Cash Consulting Fee”), payable by wire transfer in immediately available funds (which, at Client’s option, may be paid in two equal installments of $12,500, payable on the execution date of this Agreement and 60 days thereafter); and, (ii) 30 days after signing client shall issue $50,000 worth of common shares in SQL Technologies Inc. to NSC and its permitted assigns (the “Equity Consulting Fee”), which shall be held in escrow in attorney account paid for by NSC pending receipt by the attorney of Client’s written instructions to release the common shares to NSC at the end of Term (as defined below) for NSC’s acceptable performance of its Services. The number of common shares shall be determined by using a common share price equal to the last issuance of equity, warrants, or options prior to the execution of this Agreement.

(b) Placement Agent Fees.

i. a placement fee equal to eight percent (8.0%) of the gross purchase price paid for the Client’s equity securities (“Securities”), payable in full, in cash, at a Closing for the sale of any Securities.

ii. a placement fee equal to four percent (4.0%) on any line of credit, secured or unsecured term loan or other type of non-convertible debt facility (“Debt”) arranged for the Client, payable in full, in cash, at a Closing for any Debt transaction.

(c) Warrants:

At the Closing of each transaction involving Securities or Debt, the Client shall issue to NSC, or its permitted assigns, warrants (the “PA Warrants”), as follows:

i. to purchase that number of shares of common stock of the Company equal to ten percent (10%) of the sum of (i) the number of shares of common stock of the Company issued in a Securities transaction and/ or (ii) the number of shares of common stock issuable by the Company upon exercise or conversion of any and all convertible securities issued at each such Closing (including, but not limited to, all convertible promissory notes, convertible preferred stock and all series of warrants).

ii. In the case of a transaction involving the Closing for a Debt facility, the number of PA Warrants to be issued shall equal ten percent (10%) of the facility amount divided by a per share price equal to the last equity, warrant or options issued by the Company at the time of Closing of a Debt facility.

iii. The PA Warrants shall provide for cashless exercise, shall have full ratchet price protection, shall not be callable or redeemable by the Company, shall provide for piggy-back registration rights, shall be transferable by NSC to its representatives and agents at Closing, and, except as set forth above, otherwise have the same terms and conditions of the warrants issued to the Investors.

(d) An escrow account with a third-party agent approved by the parties hereto will be used for each closing during the Term. All consideration due NSC shall be paid to NSC directly from such escrow. Any fee charged by the escrow agent in the performance of its duties as escrow agent shall be borne by the Client.

(e) With respect to franchise agreements, territorial licenses, marketing agreements, commercial contracts, customer agreements, channel partners or other similar business arrangements whereby the Client receives payment(s), licensing and/or revenue with respect to its products/applications representing a transaction with a NSC Party, or a transaction where the Client has asked NSC to assist in Closing, the Client shall pay to NSC a sales commission (“Commissions”) on gross revenues as follows:

i. For transactions involving an NSC Party: a non-refundable cash fee of $75,000 payable at Closing, plus 1% of the net revenues received by the Client (after deducting direct expenses), payable quarterly in arrears during the life of the contract.

ii. For transactions where NSC has been called to assist the Client on a particular situation: a non-refundable cash fee of $50,000 payable at Closing, plus 0.25% of the net revenues received by the Client (after deducting direct expenses), payable quarterly in arrears, for a period not to exceed five years or the life of the contract.

Both the Client and NSC agree to the above commission structure to provide the foundation for compensation to NSC for revenue generating franchise agreements, marketing agreements, territorial and other types of licensing agreements, commercial contracts, customer agreements, channel partners or other business arrangements. The Client and NSC agree in good faith to negotiate an adjusted Commission structure for each net new agreement or revenue opportunity in which incremental material support costs, and/or infrastructure costs are required by the Corporation to support the net new revenue opportunity.

5. NSC shall be entitled to the compensation as set forth in this Agreement for any consulting/placement agent work related to any Transaction (as defined below) that occurs at any time during the Term of this Agreement and the twenty-four (24) month period following the termination or expiration of this Agreement. “Transaction” shall mean any situation described in Sections 3 (b) and 3(e), or any form of investment or loan from a person or entity if (a) such purchaser(s) or lender(s) (or affiliate thereof), were introduced by NSC or the Client concerning the Transaction during the Term, (b) the Client or NSC had discussions with such purchaser(s) or lender(s) (or affiliates thereof) concerning the Transaction during the Term, or (c) the Client used materials or work product prepared by NSC in connection with such subsequent investment or (d) NSC can prove through records or documentation that it introduced such purchaser(s) or lender(s) with specific information about the Client of the Transaction or NSC can prove it held an in person, electronic or telephonic meeting with the Client. All compensation shall be paid to NSC on the date that the Client closes on the Transaction.

6. This Agreement shall terminate on the 120^th day following the execution thereof, subject to the extension thereafter as may be agreed in writing by the parties (as may be extended, the “Term”); provided, this Agreement may be terminated prior to expiration of the Term, by NSC or the Client for any reason at any time upon thirty (30) days prior written notice. In the event of termination, NSC shall be immediately paid in full on all items of compensation and expenses payable to NSC pursuant hereto, as of the date of termination.

7. No effort shall be made to circumvent this Agreement or the terms hereto in an effort to gain fees, commissions, remuneration, or consideration to the benefit of one party to this agreement or to exclude the other party to this agreement from such a benefit. The parties shall fully disclose to one another any and all business dealings, arrangement for fees, commissions, remuneration or other consideration which exist or may exist between any other identified, located, or introduced third parties and one or more of the parties to this agreement.

8. The Client hereby agrees that all fees paid under this Agreement, are exclusive of any reasonable out of pocket travel, hotel and meal expenses that will be incurred by the members of NSC pursuant to providing the Services. The Client and NSC further agree that prior to any air travel by an NSC member, NSC will notify the Client of the purpose of the travel and the estimated air travel and hotel expenses to be incurred and the Client will either pay such expenses for such member or notify NSC that the expenses are not authorized. The Company will reimburse any reasonable out-of-pocket expenses incurred by an NSC member in relation to such travel within fifteen (15) days of being Invoiced by NSC for such expenses.

9. This Agreement shall be binding upon the assigns, successors in interest, personal representative, estates, heirs, and legatees or each of the parties hereto; provided that neither this Agreement nor any interest herein shall be assignable to either party without the prior written consent of the other party.

10. This Agreement shall be governed by the laws of the State of Florida, without regard for conflicts of laws principles. The remedy at law for breach of this agreement being inadequate, the parties shall be entitled to, in addition to such other remedies as they may have, temporarily or injunctive relief for any breach or threatened breach of this agreement, without the obligation of posting a bond.

11. This Agreement contains the entire agreement of the parties hereto and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. The waiver by any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. If any provision of this agreement is held to be unenforceable such determination shall not affect the validity of the remaining portions of this agreement.

If the foregoing correctly sets forth the understanding between NSC and the Client, please so indicate in the space provided below for that purpose within ten (10) days of the date hereof or this Agreement shall be withdrawn and become null and void. The undersigned parties hereto have caused this Agreement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend to be legally bound.

Agreed to and accepted this 3rd day of October, 2018

SQL TECHNOLOGIES CORP.

By:	/s/ John Campi
	John Campi, Chief Executive Officer

NEWBRIDGE SECURITIES CORPORATION

By:	/s/ Bruce Jordan 10-3-18
	Bruce Jordan, Managing Director-Investment Banking

Amendment to Placement Agent Agreement

January 30, 2019

Mr. John Campi, CEO
SQL Technologies Corp
2855 w. McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi

The purpose of this letter (“IB Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which, a change in the Agreement has now been requested by ), the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1.	As per Section 6 of the Agreement, the term will be extended to May 31, 2019.
2.	As per Section 4 or the Agreement, added as 4(f), “For an investor introduced by the Company, the compensation to NSC shall be 50% of the then applicable fees for an NSC introduced investor or, if a third party introduces the investor to the Company, the fee to NSC shall be mutually agreed upon by the Company and NSC.”

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the Company and NSC, please execute as indicated herein below for that purpose within two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions and guidelines contained in the Agreement and any other IB Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Bruce Jordan
	Bruce Jordan, Managing Director of Investment Banking
AGREED TO AND ACCEPTED
THIS _____ Day of January, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #2 to Placement Agent Agreement

May 24, 2019

Mr. John Campi, CEO
SQL Technologies Corp
2855 W. McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“IB Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which, a change in the Agreement has now been requested by, the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to July 31, 2019.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the Company and NSC, please execute as indicated herein below for that purpose within two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby,

All other terms, conditions, provisions and guidelines contained in the Agreement and any other IB Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Bruce Jordan
	Bruce Jordan, Managing Director of Investment Banking
AGREED TO AND ACCEPTED
THIS _____ Day of May, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #3 to Placement Agent Agreement

July 12, 2019

Mr. John Campi, CEO
SQL Technologies Corp
2855 W. McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“IB Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which, a change in the Agreement has now been requested by, the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to September 30, 2019.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the Company and NSC, please execute as indicated herein below for that purpose within two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions and guidelines contained in the Agreement and any other IB Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Bruce Jordan
	Bruce Jordan, Managing Director of Investment Banking
AGREED TO AND ACCEPTED
THIS _____ Day of July, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #4 to Placement Agent Agreement

August 9, 2019

Mr. John Campi, CEO
SQL Technologies Corp.
2855 W. McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which a change in the Agreement had now been requested by the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to October 31, 2019.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the company and NSC, please execute as indicated herein below for the purpose within two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions and guidelines contained in the Agreement and any other Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Bruce Jordan
	Bruce Jordan, Managing Director of Investment Banking
Agreed to and Accepted
This _____ Day of August, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #5 to Placement Agent Agreement

October 16, 2019

Mr. John Campi, CEO
SQL Technologies Corp.
2855 W McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which a change in the Agreement had now been requested by the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to December 31, 2019.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the company and NSC, please execute as indicated herein below for the purpose with in two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions and guidelines contained in the Agreement and any other Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Robert Abrams
	Robert Abrams, General Counsel and Director of Compliance
Agreed to and Accepted
This ______Day of October, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #6 to Placement Agent Agreement

December 23, 2019

Mr. John Campi, CEO

SQL Technologies Corp.

2855 W McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which a change in the Agreement had now been requested by the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to January 31, 2020.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the company and NSC, please execute as indicated herein below for the purpose with in two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions and guidelines contained in the Agreement and any other Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ G. Robert Abrams
	G. Robert Abrams, General Counsel and Director of Compliance
Agreed to and Accepted
This 30th Day of December, 2019
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

Amendment #7 to Placement Agent Agreement

September 2, 2021

Mr. John Campi, CEO

SQL Technologies Corp.

2855 W McNab Rd.

Pompano Beach, FL 33069

Dear Mr. Campi:

The purpose of this letter (“Agreement Amendment”) is to amend the Investment Banking Agreement (the “Agreement”) between SQL Technologies Corp (the “Company”) and Newbridge Securities Corporation (“Broker Dealer” or “NSC”), dated September 28, 2018 and signed October 3, 2018 pursuant to which a change in the Agreement had now been requested by the Company and NSC acting as a consultant, advisor, business developer and placement agent in connection with the Agreement has agreed to this change and in consideration of this demands the following amendment to the Agreement.

The parties hereto agree as follows:

1. As per Section 6 of the Agreement, the term will be extended to December 31, 2021.

All other components of the Agreement shall remain in place as written.

If the foregoing correctly sets forth the agreement and understanding between the company and NSC, please execute as indicated herein below for the purpose with in two (2) business days as a condition of the Agreement. The undersigned parties hereto have caused this Agreement Amendment to be duly executed by their authorized representatives pursuant to applicable board approval or other requisite authority and intend to be legally bound hereby.

All other terms, conditions, provisions, and guidelines contained in the Agreement and any other Amendments, remain in full force and effect.

Sincerely,
Newbridge Securities Corporation
By:	/s/ G. Robert Abrams
	G. Robert Abrams, General Counsel and Director of Compliance
Agreed to and Accepted
This ______Day of September, 2021
SQL Technologies Corp.
By:	/s/ John Campi
	John Campi, CEO

EX-10.29

Exhibit 10.29

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

COMMON STOCK PURCHASE WARRANT

To Purchase [____] Shares of Common Stock of

SQL Technologies Corp.

[_______] (the “Issuance Date”)

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 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).

The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

2 Authorization of Shares. The Company covenants that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented by this Warrant in accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares, will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery to the Company of a duly executed Notice of Exercise Form [annexed / attached] hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(b) If this Warrant shall have been exercised in part, the Company shall, upon the Holder’s request, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all material respects be identical with this Warrant.

(c) If at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =	the VWAP on the Trading Day immediately preceding the date of such election;
(B) =	the Exercise Price of this Warrant, as adjusted; and
(X) =	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

“VWAP” shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers and reasonably acceptable to the Company.

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4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, [and to the provisions of Section 4 of the Subscription Agreement,] this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

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(e) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

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[12. Subsequent Equity Sales. In the event that on or subsequent to the Issuance Date, the Company issues or sells any Common Stock, any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock Equivalents”) (other than (i) securities which are issued pursuant to the Subscription Agreement or this Warrant, (ii) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans or agreements of the Company, and shares of Common Stock issuable under options or warrants that are outstanding as of the date hereof or issued pursuant to any stock incentive plan of the Company, and (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) at an effective price per share which is less than the Exercise Price, then the Exercise Price in effect immediately prior to such issue or sale shall be reduced to the lowest per share price of Common Stock in such issuance or sale or deemed issuance or sale./

12. Subsequent Equity Sales.

(a) Except with respect to Exempt Issuances as defined in Section 12(c) below, in the event that on or subsequent to the Issuance Date and for a period of twenty-four (24) months thereafter (the “Subsequent Issuance Period”), the Company issues or sells any Common Stock, or any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock Equivalents”), the Exercise Price shall be exercisable at the lesser of: (1) Twelve Dollars ($12.00); or (2) the price per share equal to the per share price of the Company’s Common Stock Equivalents issued or sold during the Subsequent Issuance Period (the “Discounted Exercise Price”). The number of such Warrants shall not be adjusted due to a Discounted Exercise Price, only the Exercise Price.

(b) Any price adjustment herein shall be calculated to the nearest cent.

(c) The term “Exempt Issuances” for purposes of Section 12(a) above means (i) issuances of Common Stock Equivalents to employees, directors, service providers and consultants, whether or not pursuant to the Company’s then-current Stock Incentive Plan(s); (ii) issuances of Common Stock Equivalents in connection with the conversion or exercise of convertible or exercisable Common Stock Equivalents outstanding as of the Issuance Date; (iii) issuances of Common Stock Equivalents in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Common Stock Equivalents for strategic business partners, joint ventures and alliances; (v) issuances of Common Stock Equivalents in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature; and (vi) private offerings within the twenty-four (24) months following the date of this Agreement, other than investments by the Holder, up to Twenty Five Million Dollars ($25,000,000) of the Common Stock Equivalents on terms and conditions no more favorable to an investor than the terms and conditions of the transaction represented by this Agreement, until the Company completes an initial public offering, follow-on public offering or a sale to or merger with a public company.]

13. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section 13, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 13 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

14. Piggyback Registration [and Lock-Up] .

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act, whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of the Company’s securities [, not including an initial public offering, as described below in Section 14(b), unless the Company and the underwriters agree to include such shares] (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the Holder of its intention to effect such a registration and, subject to Section 14(b) and Section 14(c), shall include in such registration all Warrant Shares with respect to which the Company has received written requests for inclusion from the holders of Warrant Shares within 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. [The Company shall have the sole discretion to require the Holder to lock-up its Warrant Shares for up to six (6) months following the effective date of the applicable registration statement, and the Holder hereby agrees to, promptly upon request by the Company, execute any instrument reasonably effectuating such lock-up.]

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(b) If a Piggyback Registration is initiated as [a primary / an initial] underwritten offering on behalf of the Company and the managing underwriter advises the Company and holders having similar rights to Piggyback Registration (“Rights Holders”) (if the Holder has elected to include Warrant Shares in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by all Rights Holders, allocated pro rata among all such Rights Holders on the basis of the number of Warrant Shares owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than a Holder, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the Rights Holders, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Warrant Shares, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

(d) If any Piggyback Registration is initiated as [a primary / an initial] underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

15. Notice of Adjustment or Corporate Action.

(a) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is subject to adjustment, as herein provided, the Company shall use reasonable efforts to give notice thereof to the Holder. The Company’s failure to comply with this Section shall not constitute a default under this Warrant.

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(b) Notice of Corporate Action. If at any time: (i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or; (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

17. Miscellaneous.

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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 that would result in the application of any laws other than the laws of the State of New York. Any legal action or proceeding arising out of or relating to this Warrant 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. Holder 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 Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above named courts, that Holder’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.

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will have restrictions upon resale imposed by state and federal securities laws.

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered [in accordance with the notice provisions of the Investment Banking Agreement between Newbridge Securities Corporation and the Company dated September 28, 2018, as subsequently amended / to the address in the Company’s records for the Holder].

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(g) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(h) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(i) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the Issuance Date by its officer thereunto duly authorized.

SQL TECHNOLOGIES CORP.
By:
	John P. Campi
	Chief Executive Officer

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NOTICE OF EXERCISE

To: SQL Technologies Corp.

(1) The undersigned hereby elects to purchase __________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

(PURCHASER)

By:

Name:

Title:

Dated:

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ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _________________________________________________________________________________ whose address is _____________________________.

	Dated: _____________, __________
Holder’s Signature	_______________________________________
Holder’s Address:	_______________________________________
	_______________________________________
	_______________________________________

Signature Guaranteed: _____________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

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EX-10.30

Exhibit 10.30

INVESTMENT BANKING ENGAGEMENT AGREEMENT

May 20^th, 2021

SQL Technologies Corp.

John Campi | Chief Executive Officer

2855 West McNab Road

Pompano Beach, FL 33069

Dear Mr. Campi:

Newbridge Securities Corporation (“Newbridge”) is pleased to provide investment banking, and corporate advisory services to SQL Technologies Corp., a Florida corporation, (the “Company) on the terms and conditions in this letter agreement (the “Agreement’’).

1.	Engagement; Nature of Services.
	Newbridge will act as the Company’s non-exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary.

a) Corporate Advisory Services. Newbridge shall provide the Company with general corporate advisory services in connection with investment banking matters such as:

i)	Assist the Company in selecting and coordinating a team of financial service professionals to go public onto a National Exchange in the United States (NYSE American, NASDAQ or NYSE);
ii)	Rendering of advice related to capital structures, U.S. capital market opportunities, asset allocation or exit strategies;
iii)	Assisting in the preparation of a corporate presentation focused towards communicating with U.S. institutional and U.S. retail investor groups;
iv)	Assisting in the preparation of a comprehensive due diligence package that can be used for potential M&A, Joint-Venture or Capital Raise transactions;
v)	Assist with coordinating outside corporate communications and investor relations professionals;
vi)	Introduction to pertinent equity research professionals;
vii)	Assist in getting the Company to attend Investor conferences;
viii)	Assist in drafting of press releases; and
ix)	Make ourselves available for board meetings.

Newbridge shall render such other investment banking or financial advisory services as may from time to time be agreed upon by Newbridge and the Company (e.g., fairness opinions, business plans). The fees payable for any such other services shall be customary investment banking or financial advisory fees to be mutually agreed upon based upon the nature and type of the services to be rendered.

Newbridge shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax, accounting or legal advice. Any capital raises (private placements, registered directs, and registered public offerings) shall be subject to a separate agreement and are expressly not addressed in this Agreement.

2. Term; Termination of Engagement.

The term of this engagement shall be for twelve (12) months from the date of this Agreement (the “Term”). Nevertheless, Newbridge’s engagement may be terminated by either the Company or Newbridge at any time upon 15 days written notice to that effect to the other party.

The provisions of this Section 2 and of Sections 5, 6 and 7 of this Agreement shall survive termination.

If upon expiry of the Term, and in the event that the Company successfully lists on a U.S. National Exchange within nine (9) months after the Term, the Company shall pay to Newbridge the Corporate Advisory Fee outlined in Section 4 of this Agreement.

3. Information.

The Company will furnish to Newbridge such information as Newbridge reasonably requests in connection with performing its services. In performing its services, Newbridge will use and rely upon the information furnished by the Company as well as publicly available information regarding the Company. Accordingly, Newbridge shall be entitled to assume and rely upon the accuracy and completeness of all such information and is not required to independently verify any information, whether publicly available or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections made available to Newbridge, Newbridge may assume that the forecasts and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company. If, in Newbridge’s opinion after completing its due diligence process, the condition or prospects of the Company, financial or otherwise, are not substantially as represented or do not fulfill Newbridge’s expectations, Newbridge shall have the sole discretion to determine whether to continue to participate in a Corporate Advisory assignment.

4. Fees.

For the services to be rendered by Newbridge, the Company shall pay to Newbridge the following Fees, as set forth below.

a)	Corporate Advisory Fee: Within one week of successful listing the Company’s shares on a National Exchange in the United States (NYSE American, NASDAQ or NYSE), the Company shall pay to Newbridge a fee (“Corporate Advisory Fee”), of $500,000 USD (five hundred thousand dollars) in the form of shares of the restricted common stock of the Company (the “Shares”).
	The number of Shares shall be determined by dividing $500,000 USD by the initial listing price of the Company’s shares on a National Exchange in the United States.
	All Shares issued pursuant to this Agreement shall bear a restrictive legend in accordance with the rules and regulations of the Securities and Exchange Commission and Paragraph 4(b) of this Agreement. Once paid, the Corporate Advisory Fee shall be non-refundable.
	All equity compensation received pursuant to this agreement, shall be subject to a lock-up provision, with the following schedule:

i) The Shares held as payment for the Term may be sold after a holding period that is six (6) months from the issuance of the Shares.

At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Stock from the Corporate Advisory Fee due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee.

5. Expenses:

Newbridge Securities will pre-approve with the Company any expenses related to this engagement (including travel expenses, legal fees and other miscellaneous, etc.) incurred in connection with this Corporate Advisory assignment or otherwise arising out of this agreement. Once approved, the Company shall reimburse Newbridge for all expenses due to it within 10 days of written receipt.

6. Scope of Responsibility.

Newbridge shall not be liable to the Company, or to any other person claiming through the Company, for any claim, loss, damage, liability, or expense suffered by the Company or any such other person arising out of or related to Newbridge’s engagement except for any claim, loss, damage, liability or expense that arises out of, or is based upon, any action or failure to act by Newbridge that constitutes bad faith, willful misconduct or gross negligence.

7. Indemnification; Contribution.

a)

The Company agrees to indemnify and hold harmless Newbridge and its officers, directors, shareholders, employees, affiliates, agents and each person who controls Newbridge (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the fullest extent lawful, against any and all claims, losses, damages, liabilities, and expenses (including all fees and disbursements of counsel and other expenses reasonably incurred in connection with the investigation of, preparation for and defense of any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which an Indemnified Person may become subject) (collectively, “Damages”) incurred that arise out of or are related to any actual or proposed Corporate Advisory assignment or Newbridge’s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of Newbridge.

b)

If the indemnity above is unavailable or insufficient to hold harmless an Indemnified Person, then the Company shall contribute to amounts paid or payable by an Indemnified Person for Damages in such proportion as appropriately reflects the relative benefits received by the Company on the one hand and Newbridge on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. However, in no event shall Newbridge’s aggregate contributions for Damages exceed the amount of fees actually received by Newbridge under this Agreement.

c)

Promptly after receipt by Newbridge of notice of any claim or the commencement of any action for which an Indemnified Person may be entitled to indemnity, Newbridge shall promptly notify the Company of such claim or the commencement of such against the Indemnified Person that would give rise to indemnification. However, any delay or failure to notify the Company will not relieve the Company of its indemnity obligation except to the extent it is materially prejudiced by such delay or failure. The Company may participate in the defense of the claim and shall assume the defense of the claim and shall pay as incurred the fees and disbursements of counsel for the proceeding. In any proceeding where the Company declines to assume the defense or the Company’s counsel is deemed to have a conflict of interest, the Indemnified Person shall have the right to retain its own counsel which shall be reasonably satisfactory to Newbridge. The Company shall pay the fees and expenses of such counsel as incurred. However, the Company shall not be responsible for the fees and expenses of more than one counsel (other than counsel of record) for all Indemnified Persons.

d)

The Company will not enter into any waiver, release or settlement for any threatened or pending claim, action, proceeding or investigation or settle any related litigation for which indemnification may be sought under this Agreement (whether or not Indemnified Persons are a formal party to the litigation), unless the waiver, release or settlement includes an unconditional release of each Indemnified Person from any and all liability arising out of the threatened or pending claim, action, proceeding, investigation or litigation.

8. Representations and Warranties; Covenants.

The Company represents, warrants and covenants as follows:

a)	All information provided by the Company will be accurate and complete in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made.
b)	During the term of this Agreement, the Company will (a) promptly notify Newbridge of any material development in the operations, financial condition or prospects of the Company or its assets, whether or not in the ordinary course of business, (b) provide copies of its annual reports and other financial reports at the earliest time the Company makes them available to others, and (c) provide such other information concerning the business and financial condition of the Company and its assets as Newbridge may from time to time reasonably request.
c)	The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note lease or other instrument to which the Company is bound, or to which any property or assets of the Company are subject.

9. Reliance on Others.

The Company confirms that it will rely on its own counsel and accountants for legal, tax and accounting advice.

10. No Rights in Shareholders, etc.

Newbridge has been engaged only by the Company, and this engagement is not deemed to be on behalf of and is not intended to confer rights upon any shareholder, partner or other owner of the Company or any other person not a party to this Agreement as against Newbridge. Unless otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of Newbridge or to rely upon any statements, advice, opinions or conduct by Newbridge.

11. Independent Contractor; No Fiduciary Duty; Non-Exclusive Services.

Newbridge’s role is that of an independent contractor and nothing in this Agreement is intended to create or shall be construed as creating a fiduciary relationship between the Company and Newbridge. Newbridge and its affiliates provide financial advisory services, investment banking services, and consulting advice to others. Nothing in this Agreement shall limit or restrict Newbridge in providing services to others, except as such services may relate to matters concerning the Company’s business and properties.

12. Use of Name.

The Company shall not utilize the name “Newbridge” or any derivative thereof, in any publication, announcement or otherwise, without the prior written consent of Newbridge.

13. Public Disclosure.

After receiving cost estimates, the Company agrees to distribute at its expense any pre-approved press release via Businesswire National Circuit or a similar news service concerning the Company and its business, as Newbridge may reasonably request, so long as the press release is compliant with US and Canadian securities laws.

14. Advertising.

Newbridge may, with the Company’s written permission, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic versions) describing its services to the Company and (b) use the Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning Newbridge’s services to the Company. If requested by Newbridge, the Company shall include a mutually acceptable reference to Newbridge in any press release or other public announcement made by the Company regarding a Corporate Advisory assignment.

15. Governing Law; Jurisdiction.

This Agreement shall be governed by and construed in all respects under the laws of the State of Florida, without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of this Agreement or any of the matters contemplated in this Agreement is waived by the Company and the Placement Agent. The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and state courts located in Palm Beach County Florida, for any dispute related to this Agreement or any of the matters contemplated hereby; consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law; and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

16. Miscellaneous.

Nothing in this Agreement is intended to obligate Newbridge to provide any services other than as set forth above. This Agreement may be executed in counterparts, in PDF and/or email, each of which shall be deemed an original, but which together shall be considered a single instrument. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings (both written and oral) of the parties with respect to the subject matter of this Agreement. This Agreement cannot be amended or otherwise modified except in writing signed by the parties. The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company and Newbridge.

Sincerely,
Newbridge Securities Corporation
By:	/s/ Robert Abrams
Robert Abrams
General Counsel & Chief Compliance Officer
Managing Director, Investment Banking

ACCEPTED AND AGREED:
SQL Technologies Corp.
By:	/s/ John Campi
John Campi | Chief Executive Officer

EX-10.31

Exhibit 10.31

INVESTMENT BANKING ENGAGEMENT AGREEMENT

May 20^th, 2021

SQL Technologies Corp.

John Campi | Chief Executive Officer

2855 West McNab Road

Pompano Beach, FL 33069

Dear Mr. Campi:

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”).

1. Engagement; Nature of Services.

Newbridge will act as the Company’s non-exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary.

a) M&A Services

i.	Using its reasonable efforts in identifying and introducing the Company to potential merger partners or acquirers of the Company, specifically a Special Purpose Acquisition Company (“SPAC”) or a public company that trades on a U.S. Exchange, (collectively, “Targets”);
ii.	Providing advice and assistance in connection with structuring and negotiating of any M&A Transaction;
iii.	Performing financial, strategic and valuation analyses of Targets; and
iv.	Working with the Company and its professionals in closing any M&A Transaction as deemed appropriate and necessary.

Newbridge shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement.

2. Information.

The Company will furnish and will request the other parties to an M&A Transaction to furnish, to Newbridge such information as Newbridge reasonably requests in connection with performing its services. In performing its services, Newbridge will use and rely upon the information furnished by the Company and the other parties to a Transaction as well as publicly available information regarding the Company and the other parties to a Transaction. Accordingly, Newbridge shall be entitled to assume and rely upon the accuracy and completeness of all such information and is not required to independently verify any information, whether publicly available or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections made available to Newbridge by the Company or the other parties to a Transaction, Newbridge may assume that the forecasts and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company or the other parties to a Transaction. If, in Newbridge’s opinion after completing its due diligence process, the condition or prospects of the Company, financial or otherwise, are not substantially as represented or do not fulfill Newbridge’s expectations, Newbridge shall have the sole discretion to determine whether to continue to participate in any proposed M&A Transaction.

3. M&A Transaction Fees.

At the closing of an M&A Transaction, the Company shall pay to Newbridge a fee (each an “M&A Transaction Fee”) as described in the schedule below.

■ Two Percent (2.0%) of the Aggregate Consideration (as defined in Section 17) of any M&A Transaction.

The fee shall be paid in Equity, and the common share equivalents will be calculated on the close of trading on the date of closing of the M&A Transaction, and the Common Stock shall be issued within 5 business days upon closing of the M&A Transaction.

The equity received as part of the M&A Transaction Fee, shall be subject to a leak-out provision, with the following schedule:

■ 100% of the original stock held, can be sold after a holding period of six (6) months from the date of the closing of the M&A Transaction.

However, to the extent all or part of an M&A Transaction Fee due to Newbridge results from consideration that is contingent upon the occurrence of some future event (e.g., an earnout or the realization of earnings projections), the part of the Transaction Fee related to the contingent consideration shall be payable upon the receipt of such consideration.

At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Shares due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Such assignees shall also be subject to the lock-up provisions described above. The stock certificates evidencing such Shares shall include a legend reflecting the leak-out provisions.

4. Expenses.

In addition to any fees, and regardless of whether any M&A Transaction is proposed or closed, the Company agrees, from time to time upon written request, to reimburse Newbridge for: (a) all reasonable travel and related expenses arising out of this engagement including, without limitation, our due diligence (including travel expenses incurred in connection with due diligence) and (b) all other reasonable out-of-pocket expenses incurred in connection with any actual or proposed M&A Transaction or otherwise arising out of this agreement. However, all such expenses shall be subject to the Company’s prior approval, which shall not be unreasonably withheld. The Company shall reimburse Newbridge for all expenses due to it within 15 days of written receipt.

5. Scope of Responsibility.

Newbridge shall not be liable to the Company, or to any other person claiming through the Company, for any claim, loss, damage, liability, or expense suffered by the Company or any such other person arising out of or related to Newbridge’s engagement except for any claim, loss, damage, liability or expense that arises out of, or is based upon, any action or failure to act by Newbridge that constitutes bad faith, willful misconduct or gross negligence.

6. Indemnification; Contribution.

a)	The Company agrees to indemnify and hold harmless Newbridge and its officers,directors, shareholders, employees, affiliates, agents and each person who controls Newbridge (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the fullest extent lawful, against any and all claims, losses, damages, liabilities, and expenses (including all fees and disbursements of counsel and other expenses reasonably incurred in connection with the investigation of, preparation for and defense of any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which an Indemnified Person may become subject) (collectively, “Damages”) incurred that arise out of or are related to any actual or proposed Corporate Advisory assignment or Newbridge’s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or negligence of Newbridge.
	Promptly after receipt by Newbridge of notice of any claim or the commencement of any action for which an Indemnified Person may be entitled to indemnity, Newbridge shall promptly notify the Company of such claim or the commencement of such against the Indemnified Person that would give rise to indemnification. However, any delay or failure to notify the Company will not relieve the Company of its indemnity obligation except to the extent it is materially prejudiced by such delay or failure. The Company may participate in the defense of the claim and shall assume the defense of the claim and shall pay as incurred the fees and disbursements of counsel for the proceeding. In any proceeding where the Company declines to assume the defense or the Company’s counsel is deemed to have a conflict of interest, the Indemnified Person shall have the right to retain its own counsel which shall be reasonably satisfactory to Newbridge. The Company shall pay the fees and expenses of such counsel as incurred. However, the Company shall not be responsible for the fees and expenses of more than one counsel (other than counsel of record) for all Indemnified Persons.
b)	The Company will not enter into any waiver, release or settlement for any threatened or pending claim, action, proceeding or investigation or settle any related litigation for which indemnification may be sought under this Agreement (whether or not Indemnified Persons are a formal party to the litigation), unless the waiver, release or settlement includes an unconditional release of each Indemnified Person from any and all liability arising out of the threatened or pending claim, action, proceeding, investigation or litigation.
c)	Newbridge shall indemnify the Company for any actions on its part related to this Agreement for its bad faith, willful misconduct or negligence.

7. Term; Termination of Engagement.

The term of this engagement shall be for twelve (12) months from the date of this Agreement. But if at the end of such period negotiations or discussions are in progress for an M&A Transaction, then the term of this engagement shall be automatically extended on a month-to-month basis until all negotiations or discussions cease. Nevertheless, Newbridge’s engagement may be terminated by either the Company or Newbridge at any time upon written notice to that effect to the other party. Upon expiration or termination of this Agreement, Newbridge shall provide the Company with a written list of parties with whom it has had discussions in connection with any proposed M&A Transaction. After this Agreement expires or if the Company terminates this Agreement without Cause (as defined below), Newbridge shall be paid its full fee under Section 3 if (a) at any time within twelve (12) months after termination of this Agreement, an M&A Transaction is consummated with a party identified to the Company by Newbridge on the list, or (b) the Company enters into an agreement during the term of this Agreement or during the following 12 months contemplating an M&A Transaction and the M&A Transaction is ultimately consummated with a party identified on the list. “Cause” means a material breach of this Agreement by Newbridge, which breach shall not have been cured within a reasonable period following written notice of the breach to Newbridge by the Company.

The provisions of this Section 7 and of Sections 4, 5 and 6 of this Agreement shall survive termination.

8. Representations and Warranties; Covenants .

The Company represents, warrants and covenants as follows:

d)	All information provided by the Company will be accurate and complete in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made.
e)	During the term of this Agreement, the Company will (a) promptly notify Newbridge of any material development in the operations, financial condition or prospects of the Company or its assets, whether or not in the ordinary course of business, (b) provide copies of its annual reports and other financial reports at the earliest time the Company makes them available to others, and (c) provide such other information concerning the business and financial condition of the Company and its assets as Newbridge may from time to time reasonably request.
f)	The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note lease or other instrument to which the Company is bound, or to which any property or assets of the Company are subject.

9. Reliance on Others.

The Company confirms that it will rely on its own counsel and accountants for legal, tax and accounting advice.

10. No Rights in Shareholders, etc.

Newbridge has been engaged only by the Company, and this engagement is not deemed to be on behalf of and is not intended to confer rights upon any shareholder, partner or other owner of the Company or any other person not a party to this Agreement as against Newbridge. Unless otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of Newbridge or to rely upon any statements, advice, opinions or conduct by Newbridge.

11. Independent Contractor; No Fiduciary Duty; Non-Exclusive Services.

Newbridge’s role is that of an independent contractor and nothing in this Agreement is intended to create or shall be construed as creating a fiduciary relationship between the Company and Newbridge. Newbridge and its affiliates provide financial advisory services, investment banking services, and consulting advice to others. Nothing in this Agreement shall limit or restrict Newbridge in providing services to others, except as such services may relate to matters concerning the Company’s business and properties.

12. Use of Name.

The Company shall not utilize the name “Newbridge” or any derivative thereof, in any publication, announcement or otherwise, without the prior written consent of Newbridge.

13. Public Disclosure.

The Company agrees to distribute at its expense any pre-approved press release via Businesswire National Circuit or a similar news service concerning the Company and its business, as Newbridge may reasonably request.

14. Advertising.

Newbridge may, with written permission from the Company, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic versions) describing its services to the Company and (b) use the Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning Newbridge’s services to the Company. If requested by Newbridge, the Company shall include a mutually acceptable reference to Newbridge in any press release or other public announcement made by the Company regarding an M&A Transaction.

15. Governing Law; Jurisdiction .

This Agreement shall be governed by and construed in all respects under the laws of the State of Florida, without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of this Agreement or any of the matters contemplated in this Agreement is waived by the Company and the Placement Agent. The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and state courts located in Palm Beach County Florida, for any dispute related to this Agreement or any of the matters contemplated hereby; consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law; and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

16. Miscellaneous.

Nothing in this Agreement is intended to obligate Newbridge to provide any services other than as set forth above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be considered a single instrument. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings (both written and oral) of the parties with respect to the subject matter of this Agreement. This Agreement cannot be amended or otherwise modified except in writing signed by the parties. The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company and Newbridge.

17. Definitions.

a)	“M&A Transaction” shall mean any business combination through purchase, sale, or merger,in one or more transactions through the purchase of an organization’s equity, or assets.
b)	“Aggregate Consideration” shall mean only the total equity consideration, that is exchanged or received, or to be exchanged or received directly or indirectly by the Company or any of its security holders or subsidiaries or affiliates in connection with an M&A Transaction, including any amounts paid or received, or to be paid or received under any employment agreement (to the extent the amounts in the employment agreement exceed reasonable and customary compensation for actual services to be rendered), consulting agreement, covenant not to compete, earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with an M&A Transaction.
	Consideration paid or to be paid other than in cash shall be valued at fair market value, except that liabilities assumed, and notes issued will be valued at their face amount. The fair market value of consideration paid in securities for which there is a recognized trading market shall be based on the closing “offer” price of the securities on the day immediately preceding the closing of the M&A Transaction and shall be computed as if the securities were freely tradable.
	If the value of any portion of the consideration is not readily determinable as of the applicable closing, then the Company and Newbridge will determine a dollar equivalent by agreement before such closing based on the fair value as defined under US GAAP. Similarly, any amounts to be paid contingent upon future events shall be estimated on the same basis in a manner mutually agreeable to the Company and Newbridge, and that all amounts shall be deemed eligible and paid when the amount is payable or when the amount is released from escrow.
	If the foregoing correctly sets forth the understanding between Newbridge and the Company, please so indicate in the space provided below for that purpose within five (5) business days of the date hereof or this Agreement shall be withdrawn and become null and void. The undersigned parties hereto have caused this Agreement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend to be legally bound.

Sincerely,

Newbridge Securities Corporation

By:	/s/ Robert Abrams
	Robert Abrams
	General Counsel & Chief Compliance Officer
	Managing Director, Investment Banking

ACCEPTED AND AGREED:

SQL Technologies Corp.

By:	/s/ John Campi
	John Campi
	Chief Executive Officer

EX-10.32

Exhibit 10.32

STOCK PURCHASE AGREEMENT

[(Tranche [_])]

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the [___] day of [____] 2021 (the “Effective Date”), is entered into between SQL Technologies Corp., a Florida corporation (the “Company”), and Bridge Line Ventures, LLC Series ST-1, a Delaware Series LLC (“Subscriber”).

This Agreement incorporates by reference herein all schedules and exhibits attached hereto. This Agreement, together all exhibits attached hereto, shall hereinafter be referred to as the “Subscription Documents” or “Subscription Agreement”. Any capitalized term not defined herein shall have the meaning of such term as has been set forth in the Subscription Documents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Subscription, Purchase and Sale.

[(a) Subscriber hereby irrevocably subscribes for and agrees to purchase [___] ([__]) shares of common stock of the Company, no par value per share (“Common Stock”) at a $12.00 price per share of Common Stock, from the Company (such Common Stock being purchased, the “Securities”), pursuant to the terms set forth in this Agreement (the “Sale”). In reliance on the representations, warranties and agreements of Subscriber set forth herein or made hereunder, the Company agrees to sell the Securities to Subscriber at the Closing, on the terms and conditions set forth herein. /

(a) Subscriber hereby irrevocably subscribes for and agrees to purchase:

(i) [___] ([__]) shares of common stock of the Company, no par value per share (“Common Stock”) at a $12.00 price per share of Common Stock, from the Company.

(ii) [___] ([__]) 3-year warrants to purchase Common Stock at an exercise price of $12.00 per share.

(iii) Such Common Stock and Warrants being purchased, the “Securities”), pursuant to the terms set forth in this Agreement (the “Sale”).

(iv) The Common Stock and the Warrants (collectively, the “Securities”) shall be subject to anti-dilution price and exercise price protection as set forth in Section 5.

(v) In reliance on the representations, warranties and agreements of Subscriber set forth herein or made hereunder, the Company agrees to sell the Securities to Subscriber at the Closing, on the terms and conditions set forth herein.]

(b) This subscription for the Securities is based upon the information provided herein, the Schedules and Exhibits attached hereto including the Company’s presentation in Exhibit A and upon the Subscriber’s own investigation as to the merits and risks of an investment in the Securities. Subscriber acknowledges and agrees to the special notices contained in Exhibit B hereto. Subscriber has delivered prior to or herewith, the form of Accredited Investor Questionnaire (the “Investor Questionnaire”) attached as Exhibit D.

(c) The Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Regulation S (“Regulation S”) and the other rules and regulations promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in securities made hereunder.

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2. Closing and Payment.

(a) Subject to the terms and conditions of this Agreement, the purchase and sale of the Securities contemplated hereby shall take place at a closing (the “Closing”) to be held at such time, date and place as the parties may mutually agree upon in writing.

(b) At the Closing, the Subscriber shall deliver to the Company (i) a duly executed copy of this Agreement, the Investor Questionnaire, Exhibit E, and any other documentation reasonably required by the Company to consummate the Sale, and (ii) [____] Dollars (USD $[___]) representing [_____] ([___]) shares of Common Stock at $12.00 per share [ and [____] ([__]) Warrants / and including [____] ([__]) Warrants to purchase [____] ([__]) shares of Common Stock] (the “Purchase Price”), payable by wire transfer pursuant to the following wire instructions:

Account Title:	[*]
Account Number:	[*]
Bank Routing Number:	[*] [*]
Bank Swift Code:	[*]
Bank Address:	[*] [*] [*]

(c) Upon the Company’s receipt of the documentation set forth in Section 2(b) and its acceptance thereof (indicated by its execution of this Agreement), and its receipt of the Purchase Price, the Company will instruct its transfer agent to deliver the Securities to the Subscriber promptly following the Closing.

3. Subscriber Representations, Warranties and Agreements. The Subscriber hereby acknowledges, represents and warrants as follows (with the understanding that the Company will rely on such representations and warranties in determining, among other matters, the suitability of this investment for the Subscriber in order to comply with federal and state securities laws):

(a) In connection with this subscription, the Subscriber has read this Agreement. The Subscriber acknowledges that this Agreement is not intended to set forth all of the information which might be deemed pertinent by an investor who is considering an investment in the Securities. It is the responsibility of the Subscriber (i) to determine what additional information he desires to obtain in evaluating this investment, and (ii) to obtain such information from the Company.

(b) THIS OFFERING IS LIMITED TO PERSONS WHO ARE “ACCREDITED INVESTORS,” AS THAT TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES, AND WHO HAVE THE FINANCIAL MEANS AND THE BUSINESS, FINANCIAL AND INVESTMENT EXPERIENCE AND ACUMEN TO CONDUCT AN INVESTIGATION AS TO, AND TO EVALUATE, THE MERITS AND RISKS OF THIS INVESTMENT. THE SUBSCRIBER HEREBY REPRESENTS THAT HE HAS READ, IS FAMILIAR WITH AND UNDERSTANDS RULE 501 OF REGULATION D UNDER THE SECURITIES ACT. THE SUBSCRIBER IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT.

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(c) The Subscriber has had full access to all the information which the Subscriber (or the Subscriber’s advisor(s)) considers necessary or appropriate to make an informed decision with respect to the Subscriber’s investment in the Securities. The Subscriber acknowledges that the Company has made available to the Subscriber and the Subscriber’s advisors the opportunity to examine and copy any contract, matter or information which the Subscriber considers relevant or appropriate in connection with this investment and to ask questions and receive answers relating to any such matters including, without limitation, the financial condition, management, employees, business, obligation, corporate books and records, budgets, business plans of and other matters relevant to the Company. To the extent the Subscriber has not sought information regarding any particular matter, the Subscriber represents that he or she had and has no interest in doing so and that such matters are not material to the Subscriber in connection with this investment. The Subscriber has accepted the responsibility for conducting the Subscriber’s own investigation and obtaining for itself such information as to the foregoing and all other subjects as the Subscriber deems relevant or appropriate in connection with this investment. The Subscriber is not relying on any representation or warranty other than that contained herein. The Subscriber acknowledges that no representation regarding projected revenues or a projected rate of return has been made to it by any party.

(d) The Subscriber understands that the Sale of the Securities has not been registered under the Act, in reliance on an exemption for private offerings provided pursuant to Section 4(2) of the Securities Act and that, as a result, the Securities will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and, accordingly, under Rule 144 as currently in effect, that the Securities must be held for at least one (1) year after the investment has been made (or indefinitely if the Subscriber is deemed an “affiliate” within the meaning of such rule) unless the Securities are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration. The Subscriber further understands that the Sale has not been qualified or registered under any foreign or state securities laws in reliance upon the representations made and information furnished by the Subscriber herein and any other documents delivered by the Subscriber in connection with this Agreement; that the Sale has not been reviewed by the U.S. Securities and Exchange Commission or by any foreign or state securities authorities; that the Subscriber’s rights to transfer the Securities will be restricted, which includes restrictions against transfers unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor suitability standards); and that the Company may in its sole discretion require the Subscriber to provide at Subscriber’s own expense an opinion of its counsel to the effect that any proposed transfer is not in violation of the Securities Act or any state securities laws.

(e) The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Common Stock. The Subscriber is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), affiliated with any broker or dealer registered under Section 15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority.

(f) The Subscriber understands and acknowledges that the Company is currently not registered under Section 12(g) of the Exchange Act and has no public reporting obligations under Section 15(d) of the Exchange Act which would subject it to public reporting obligations, including annual, quarterly or periodic reports, and it is not required to comply with certain laws, rules, and regulations that address corporate governance, internal control reporting, and related matters. The Subscriber understands and acknowledges that its ability to effectuate a resale of restricted securities under Rule 144 under the Securities Act will be subject to certain requirements, including the availability of information made publicly available by the Company in its sole discretion.

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(g) Each of this Agreement and the Subscription Documents, have been duly and validly authorized, executed and delivered on behalf of the Subscriber and is a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Subscriber has the requisite power and authority to enter into and perform its obligations under this Agreement and the Subscription Documents, and each other agreement entered into by the parties hereto, in connection with the transactions contemplated by this Agreement.

(h) The execution, delivery and performance of this Agreement and the Subscription Documents by the Subscriber and the consummation by the Subscriber of the transactions contemplated hereby and thereby will not (i) result in a violation of the certificate of incorporation, by-laws or other documents of organization of the Subscriber, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Subscriber is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the Subscriber.

(i) The Subscriber understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.

(j) The Subscriber acknowledges that there will be no market for the Securities and that the Subscriber may not be able to sell or dispose of them; the Subscriber has liquid assets sufficient to assure that the purchase price of the Securities will cause no undue financial difficulties and that, after purchasing the Securities the Subscriber will be able to provide for any foreseeable current needs and possible personal contingencies; the Subscriber is able to bear the risk of illiquidity and the risk of a complete loss of this investment.

(k) The information in any documents delivered by the Subscriber in connection with this subscription, including, but not limited to the Investor Questionnaire, is true, correct and complete in all respects as of the date hereof. The Subscriber agrees promptly to notify the Company in writing of any change in such information after the date hereof.

(l) The Sale and sale of the Securities to the Subscriber were not made through any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement, or as part of a general solicitation.

(m) The Subscriber recognizes that an investment in the Securities involves significant risks, which risks could give rise to the loss of the Subscriber’s entire investment in such securities. Subscriber has read and hereby acknowledges the special notices contained in Exhibit B hereto and the risk factors set forth in Exhibit C hereto, both of which are incorporated by reference herein.

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(n) The Subscriber is purchasing the Securities for the Subscriber’s own account, with the intention of holding the Securities, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.

(o) The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Securities. The Subscriber has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.

(p) The Subscriber is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely or to afford a complete loss of the Subscriber’s investment in the Securities.

(q) If the Subscriber is a partnership, corporation, trust, or other entity, (i) the Subscriber has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the certificate of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the Subscriber represents and warrants that it was not organized or reorganized for the specific purpose of acquiring the Securities, (iii) the Subscriber has the full power and authority to execute this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.

(r) If the Subscriber is located outside the “United States,” as such term is defined in Regulation S, and is not a “U.S. person,” as such term is defined in Regulation S (a “U.S. Person”), and is not purchasing the Securities by or on behalf a person inside the United States or a U.S. Person, The purchase of the Securities was conducted in an “offshore transaction,” as such term is defined in Regulation S, such that when the offer to purchase the Securities was made, such Subscriber was not a person within the United States, and at the time of purchase, the Subscriber is located outside the United States.

(s) The Subscriber is acquiring the Securities for its own account for investment purposes only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Act, applicable state securities laws and applicable foreign securities laws; provided, however, that by making the representations herein, such Subscriber reserves the right to dispose of all or any part of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the Act, including, without limitation, Regulation S. The Subscriber further represents that in consummating the transactions set forth herein, there is no intent to place the Securities offshore in an attempt to evade registration requirements with the result that the incidents of ownership never leave the domestic market, or that all or a substantial portion of any economic risk will be returned to the United States market during the restricted period under Rule 903 of Regulation S, or that there is no reasonable expectation that the Securities could be viewed as actually coming to rest abroad. There is no intent on the part of the Subscriber to enter into the transactions contemplated hereby for the purpose of “washing off” the resale restrictions through the use of Rule 904 of Regulation S. Nothing contained herein shall be deemed a representation or warranty by the Subscriber to hold the Securities for any period of time, except that the Subscriber agrees that in connection with the resale of any Securities under Regulation S, Subscriber will comply with the offering restrictions set forth in Regulation S, including Rule 903(b)(2) of Regulation S, and will not sell any Securities during the distribution compliance period as defined in Rule 903(b)(2) of Regulation S to a U.S. Person or for the account or benefit of a U.S. Person. The Subscriber is acquiring the Securities hereunder in the ordinary course of its business, and the Subscriber does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of United States federal or state securities laws, or applicable Canadian or provincial securities laws.

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4. Representations and Warranties of the Company. The Company represents and warrants to the Subscriber, in each case to the knowledge of the Company and its subsidiaries, as of the date hereof, as follows:

(a) Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Florida, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. “Material Adverse Effect” means any circumstance, change in, or effect on the Company that, individually or in the aggregate with any other similar circumstances, changes in, or effects on, the Company taken as a whole: (i) is, or is reasonably expected to be, materially adverse to the business, operations, assets, liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Company taken as a whole, or (ii) is reasonably expected to adversely affect the ability of the Company to operate or conduct the Company’s business in the manner in which it is currently operated or conducted or proposed to be operated or conducted by the Company.

(b) Authority. The execution, delivery and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly authorized by the Board of Directors of the Company.

(c) No Conflict. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) violate or conflict with the Company’s articles of incorporation, by-laws or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect. This Subscription Agreement when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally).

(d) Authorization. Issuance of the Securities to the Subscriber has been duly authorized by all appropriate corporate actions of the Company.

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(e) Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material adverse effect on the Company.

(f) Use of Proceeds. The proceeds of this Sale of the Securities, net of transaction expenses, will be used by the Company for working capital and other general corporate purposes subject to the restrictions set forth in the Securities and on Schedule 4(f) hereto.

(g) Consents/Approvals. No consents, filings (other than federal and state securities filings relating to the issuance of the Securities pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

(h) Commissions; Related Party. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby.

(i) Capitalization. A capitalization table illustrating the authorized and the outstanding capital stock of the Company as of December 31, 2020 is attached as Schedule 4(i) hereto. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and non-assessable. As of the date hereof, except as disclosed in Schedule 4(i) hereto, or pursuant to any other issuance of Securities in the Sale, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding debt securities; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (iv) there are no outstanding securities of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; and (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. The Company will furnish to the Subscriber upon request, true and correct copies of the Company’s articles of incorporation and certificate of designation of its Series A Preferred Stock, as amended and in effect on the date hereof, and the Company’s by-laws, as in effect on the date hereof, and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 4(i) hereto lists all outstanding debt facilities of the Company for borrowed money.

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(j) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened, the effect of which would be reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement.

(k) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other infringement. Schedule 4(k) hereto lists all of the Company’s trademarks and patents.

(l) Environmental Laws. The Company and its subsidiaries (i) are to the Company’s knowledge in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in subsections (i), (ii) or (iii) above would be reasonably likely to result in a Material Adverse Effect.

(m) Disclosure. To the knowledge of the Company at the time of the execution of this Agreement, no representation or warranty by the Company in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Subscribers that would have a Material Adverse Effect.

(n) Title. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. Any real property and facilities held under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

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(o) Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee.

(p) Tax Status. The Company and each of its subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, and all such returns, reports and declarations are true, correct and accurate in all material respects. The Company has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have been established, in accordance with generally accepted accounting principles.

(q) Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.

(r) Restrictions on Business Activities. There is no judgment, order, decree, writ or injunction binding upon the Company or any subsidiary or, to the knowledge of the Company or any subsidiary, threatened that has or could prohibit or impair the conduct of their respective businesses as currently conducted or any business practice of the Company or any subsidiary, including the acquisition of property, the provision of services, the hiring of employees or the solicitation of clients, in each case either individually or in the aggregate.

5. Anti-Dilutive Price Protection [for Common Stock and Warrants].

(a) With the exception of Exempt Issuances (as defined in subsection (e) below), for a period beginning on the date of the Closing and continuing for twenty four (24) months thereafter, if the Company hereafter issues additional shares of Common Stock or any security convertible into, equivalent to or otherwise exchangeable for shares of Common Stock (collectively, the “Company Securities”) in a private offering, a public offering through an initial public offering, follow-on offering or a sale to or merger with a public company, as the case may be, (either such issuances, a “Subsequent Issuance”), then the Purchase Price Per Share shall be equal to the lesser of:

(1) $12.00;

(2) a price per share equal to the per share price of Company Securities in a Subsequent Issuance less thirty-seven and one-half percent (37.5%) of the Subsequent Issuance price (the “Discounted Subsequent Issuance Price”).

(b) In the event the Purchase Price becomes the Discounted Subsequent Issuance Price, the Subscriber will be entitled to receive, in connection with such Subsequent Issuance, the number of additional shares of Common Stock (the “Supplemental Shares”) that bring the Subscriber’s total share issuance pursuant to the Sale to an amount of shares calculated on a per share price equal to such Discounted Subsequent Issuance Price, without additional consideration.

(c) In addition, for each share of Common Stock directly purchased by the Subscriber, the Company shall also grant to the Subscriber one (1) warrant to purchase one (1) share of Common Stock. The Warrant shall have a three (3) year term from the date of this Agreement and shall be exercisable at the lesser of:

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(1) $12.00; or

(2) the price per share equal to the per share price of Sky Tech Common Stock in a Subsequent Issuance less thirty percent (30.0%) of the Subsequent Issuance price (the “Discounted Exercise Price”).

The number of such Warrants shall not be adjusted due a Discounted Subsequent Issuance Price, only the exercise price of the Warrants.

(d) Any price adjustment herein shall be calculated to the nearest cent. The Company shall issue the Supplemental Shares to the Subscriber promptly following the Subsequent Issuance to which such Supplemental Shares relate.

(e) The term “Exempt Issuances” means (i) issuances of Company Securities to employees, directors, service providers and consultants, whether or not pursuant to the Company’s then-current Stock Incentive Plan; (ii) issuances of Company Securities in connection with the conversion or exercise of convertible or exercisable Company Securities outstanding as of the effective date of the Sale; (iii) issuances of Company Securities in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Company Securities for strategic business partners, joint ventures and alliances; (v) issuances of Company Securities in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature; and (vi) private offerings within the twenty-four (24) months following the date of this Agreement, other than investments by the Subscriber, up to Twenty Five Million Dollars ($25,000,000) of the Company Securities on terms and conditions no more favorable to an investor than the terms and conditions of the transaction represented by this Agreement, until the Company completes an initial public offering, follow-on public offering or a sale to or merger with a public company.

6. Standstill. Unless agreed to in writing by the Company, Subscriber, its controlled affiliates, and its affiliates or representatives acting on the Subscriber’s behalf, will not, during the first three (3) years following the Effective Date, in any manner, directly or indirectly:

(a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any voting or debt securities (or beneficial ownership thereof), or rights or options to acquire any voting or debt securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its affiliates;

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(b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities referenced in subsection (a) above;

(c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company;

(d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above;

(e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or

(f) request or cause to be requested (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or any of its representatives, directly or indirectly, amend or waive any provision of this Section 6.

7. Legends. The Subscriber understands and agrees that the Company will cause any necessary legends in addition to representations to be placed upon the Securities, together with any other legend that may be required by federal or state securities laws or deemed necessary or desirable by the Company, in the form substantially as follows:

THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

8. General Provisions.

(a) Confidentiality. The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company in connection with the Sale or as a result of discussions with or inquiry made to the Company, including without limitation, the Subscription Documents, financial statements, reports, and other materials, unless such information is known, or until such information becomes known, to the general public through no action by the Subscriber; provided, however, that a Subscriber may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Subscriber’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.

(b) Successors. The covenants, representations and warranties contained in this Agreement shall be binding on the Subscriber’s and the Company’s successors and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Agreement may not be assigned by any party without the prior written consent of the other party.

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(c) Counterparts. This Subscription Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

(d) Execution by Facsimile or Email. Execution and delivery of this Agreement by facsimile transmission or email (including the delivery of documents in Adobe PDF format or other machine-readable electronic 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.

(e) Governing Law and Jurisdiction. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts to be wholly performed within such state and without regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of Florida. Any legal action or proceeding arising out of or relating to this Agreement and/or the other Subscription Documents may be instituted in the courts of the State of Florida sitting in Broward County or in the United States District Court for the Southern District of Florida, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding. Subscriber 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/or the other Subscription Documents and brought in any such court, any claim that Subscriber is not subject personally to the jurisdiction of the above named courts, that Subscriber’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.

(f) Indemnification Generally.

(i) The Company, on the one hand, and the Subscriber, on the other hand (each an “Indemnifying Party”), shall indemnify the other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) resulting from any breach of a representation and warranty, covenant or agreement by the Indemnifying Party and all claims, charges, actions or proceedings incident to or arising out of the foregoing.

(ii) Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

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(g) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently designate in writing to the other party):

(i) if to the Company:

SQL Technologies Corp.

2855 West McNab Road

Pompano Beach, FL 33069

Attention: Mr. John P. Campi, CEO

with a copy to:

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH 43215-6101

Attention: Mr. Rob D. Powell

(ii) If to Subscriber:

Bridge Line Ventures, LLC Series ST-1

1200 N. Federal Highway, Suite 400

Boca Raton, FL 334432 

Attention: Alan Levin, CFO, Bridge Line Advisors LLC, Manager

(h) Entire Agreement. This Subscription Agreement (including the scheduled attached hereto) and other Subscription Documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings between or among the parties with respect to such subject matter.

(i) Amendment; Waiver. This Subscription Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by both parties. No failure to exercise and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.

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9. Piggyback Registration and Lock-Up.

(i) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act, whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of the Company’s securities, but not including any registration statement for an initial public offering of the Company unless the Company and the underwriters agrees to include such shares (a “Piggyback Registration”), the Company shall give prompt written notice to the Subscriber of its intention to effect such a registration and, subject to Subsections (ii) and (iii) herein below, shall include in such registration all shares of Common Stock and Common Stock underlying the Warrants with respect to which the Company has received written requests for inclusion from the Subscriber of such shares of Common Stock and Common Stock underlying the Warrants. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. The Company shall have the sole discretion to require the Subscriber to lock-up its shares of Common Stock and Common Stock underlying the Warrants for up to six (6) months following the effective date of the applicable registration statement, and the Subscriber hereby agrees to, promptly upon request by the Company, execute any instrument reasonably effectuating such lock-up.

(ii) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and Subscribers having similar rights to Piggyback Registration (“Rights Subscribers”) (if the Subscriber has elected to include shares of Common Stock and Common Stock underlying the Warrants in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all shares of Common Stock underlying the Warrants and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (1) first, the number of shares of Common Stock that the Company proposes to sell; (2) second, the number of shares of Common Stock requested to be included therein by all Rights Subscribers, allocated pro rata among all such Rights Subscribers on the basis of the number of Warrant Shares owned by each such Subscriber or in such manner as they may otherwise agree; and (3) third, the number of shares of Common Stock requested to be included therein by Subscribers of Common Stock (other than by the Rights Subscribers), allocated among such Subscribers in such manner as they may agree.

(iii) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than a Subscriber, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all shares of Common Stock underlying the Warrants and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (1) first, the number of shares of Common Stock requested to be included therein by the Subscriber(s) requesting such registration and by the Rights Subscribers, allocated pro rata among such Subscribers on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Common Stock shares Warrants, as applicable, owned by all such Subscribers or in such manner as they may otherwise agree; and (2) second, the number of shares of Common Stock requested to be included therein by Subscribers of Common Stock (other than by the Rights Subscribers), allocated among such Subscribers in such manner as they may agree.

(iv) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date.

SUBSCRIBER:
BRIDGE LINE VENTURES LLC SERIES ST-1
By:
Name:	Alan B. Levin, Authorized Representative
Title:	CFO, Bridge Line Advisors LLC, Manager

By:
Name:	G. Robert Abrams, Authorized Representative
Title:	General Counsel and CCO, Bridge Line Advisors LLC, Manager

COMPANY:
SQL TECHNOLOGIES CORP.
By:
Name:	John P. Campi
Title:	Chief Executive Officer

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EX-10.33

Exhibit 10.33

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

COMMON STOCK PURCHASE WARRANT

To Purchase [_____] Shares of Common Stock of

SQL Technologies Corp.

[_____], 2021 (the “Issuance Date”)

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).

The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

2 Authorization of Shares. The Company covenants that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented by this Warrant in accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares, will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery to the Company of a duly executed Notice of Exercise Form attached hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(b) If this Warrant shall have been exercised in part, the Company shall, upon the Holder’s request, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all material respects be identical with this Warrant.

(c) If at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =	the VWAP on the Trading Day immediately preceding the date of such election;
(B) =	the Exercise Price of this Warrant, as adjusted; and
(X) =	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

“VWAP” shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers and reasonably acceptable to the Company.

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4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

(e) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

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8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

12. Subsequent Equity Sales.

(a) Except with respect to Exempt Issuances as defined in Section 12(c) below, in the event that on or subsequent to the Issuance Date and for a period of twenty-four (24) months thereafter (the “Subsequent Issuance Period”), the Company issues or sells any Common Stock, or any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock Equivalents”), the Exercise Price shall be exercisable at the lesser of:

(1) Twelve Dollars ($12.00); or

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(2) the price per share equal to the per share price of the Company’s Common Stock Equivalents issued or sold during the Subsequent Issuance Period less thirty percent (30.0%) of such sale or issuance price (the “Discounted Exercise Price”).

The number of such Warrants shall not be adjusted due a Discounted Exercise Price, only the Exercise Price.

(b) Any price adjustment herein shall be calculated to the nearest cent.

(c) The term “Exempt Issuances” for purposes of Section 12(a) above means (i) issuances of Common Stock Equivalents to employees, directors, service providers and consultants, whether or not pursuant to the Company’s then-current Stock Incentive Plan(s); (ii) issuances of Common Stock Equivalents in connection with the conversion or exercise of convertible or exercisable Common Stock Equivalents outstanding as of the Issuance Date; (iii) issuances of Common Stock Equivalents in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; (iv) issuances of Common Stock Equivalents for strategic business partners, joint ventures and alliances; (v) issuances of Common Stock Equivalents in connection with lease lines, bank financing or other similar transactions that are primarily of a non-equity financing nature; and (vi) private offerings within the twenty-four (24) months following the date of this Agreement, other than investments by the Holder, up to Twenty Five Million Dollars ($25,000,000) of the Common Stock Equivalents on terms and conditions no more favorable to an investor than the terms and conditions of the transaction represented by this Agreement, until the Company completes an initial public offering, follow-on public offering or a sale to or merger with a public company.

13. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section 13, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 13 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

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14. Piggyback Registration.

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act, whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of the Company’s securities[, but not including any registration statement for an initial public offering of the Company unless the Company and the underwriters agree to include such shares] (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the Holder of its intention to effect such a registration and, subject to Section 14(b) and Section 14(c), shall include in such registration all Warrant Shares with respect to which the Company has received written requests for inclusion from the holders of Warrant Shares within 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and holders having similar rights to Piggyback Registration (“Rights Holders”) (if the Holder has elected to include Warrant Shares in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by all Rights Holders, allocated pro rata among all such Rights Holders on the basis of the number of Warrant Shares owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than a Holder, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the Rights Holders, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Warrant Shares, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than by the Rights Holders), allocated among such holders in such manner as they may agree.

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(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

15. Notice of Adjustment or Corporate Action.

(a) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is subject to adjustment, as herein provided, the Company shall use reasonable efforts to give notice thereof to the Holder. The Company’s failure to comply with this Section shall not constitute a default under this Warrant.

(b) Notice of Corporate Action. If at any time: (i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or; (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

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17. Miscellaneous.

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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 that would result in the application of any laws other than the laws of the State of New York. Any legal action or proceeding arising out of or relating to this Warrant 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. Holder 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 Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above named courts, that Holder’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.

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will have restrictions upon resale imposed by state and federal securities laws.

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the applicable Stock Purchase Agreements between Bridge Line Ventures, LLC Series ST-1 and the Company dated February 26, 2021, March 30, 2021, April 30, 2021, and June 30, 2021, as subsequently amended (collectively, the “Stock Purchase Agreements”).

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(g) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(h) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(i) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the Issuance Date by its officer thereunto duly authorized.

SQL TECHNOLOGIES CORP.
By:
	John P. Campi
	Chief Executive Officer

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NOTICE OF EXERCISE

To: SQL Technologies Corp.

(1) The undersigned hereby elects to purchase _____________Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

(PURCHASER)

By:

Name:

Title:

Dated:

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ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to ____________________________________________________________________________________whose address is________________________________ .

	Dated: ____________________,______________
Holder’s Signature
Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

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EX-10.34

Exhibit 10.34

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT, dated as of [_________], [__] (this “Agreement”), is entered into by and among SQL Technologies Corp., a Florida corporation (the “Company”), and the undersigned investor (the “Investor”). The Company and the Investor are each a “Party” and collectively, the “Parties”.

RECITALS

WHEREAS, On the terms and subject to the conditions set forth herein and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Investor is willing to purchase from the Company, and the Company is willing to sell to the Investor, a 3-Year Subordinated Convertible Balloon Promissory Note in the principal face amount of [__________] Dollars ($[___]). Interest shall accrue at the rate of six percent (6%) per annum and payable in cash or Common Stock of the Company, in the sole and absolute discretion of the Investor, quarterly in arrears. For a period of three (3) years from the first date appearing on this Agreement (the “Conversion Period”), the Investor may, in its sole and absolute discretion, convert the Note into shares of the Company’s common stock (the “Common Stock”) at $15.00 per share; and

WHEREAS, Capitalized terms not otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A.

AGREEMENT

NOW THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Investor agree as follows:

1. The Note.

Issuance of the Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, a three (3) year Subordinated Convertible Balloon Promissory Note in the principal face amount of [_________] ($[__]) (the “Note”). The Note shall be convertible in the sole and absolute discretion of the Investor into shares of Common Stock at $15.00 per share, shall bear interest at the rate of six percent (6%) per annum and interest shall be payable annually in arrears in cash or Common Stock of the Company, in the sole and absolute discretion of the Investor, with deemed value of $15.00 per share. The Note and shares of Common Stock of the Company issuable upon conversion thereof, as the case may be, are referred to collectively as the “Securities”.

(a) Closing. The sale and purchase of the Note shall take place at a closing (the “Closing”) to be held on or before [_____] ([  ]) business days from the date of this Agreement and at such place as the Company and the Investor may determine (the “Closing Date”). At the Closing, the Company will deliver to the Investor the Note to be purchased by the Investor, against receipt by the Company of the corresponding principal amount (the “Purchase Price”). The Note will be registered in the Investor’s name in the Company’s records. This Agreement and the Note shall hereinafter be the “Transaction Documents”. In the event the Company provides photocopies of the Transaction Documents, it will provide the original documents within five (5) business days of the Closing.

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(b)       Deliveries:

(i)       By the Company. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to the Investor the following:

a.       this Agreement duly executed by the Company; and

b.       the Note, or a photocopy thereof, with a principal amount equal to the Investor’s Purchase Price, registered in the name of the Investor.

In the event photocopies are provided in lieu of original Note, the Company will cause to be delivered the original document within five (5) business days of the Closing.

(ii)       By the Investor. On or prior to the Closing (except as noted), the Investor shall deliver or cause to be delivered to (or received by the Investor per Sections (b)(ii)(b) and (b)(ii)(c) below) the Company the following:

a.       this Agreement duly executed by the Investor;

b.       a copy of the Note provided by the Company per Section (b)(i)(b) above; and

c.       such Investor’s Purchase Price payable by wire transfer to SQL Technologies Corp. pursuant to the following wire instructions:

Account Title:	[*]
Account Number:	[*]
Bank Routing Number:	[*]
	[*]
Bank Swift Code:	[*]
Bank Address:	[*]
	[*]
	[*]

Uses of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes.

2. Representations and Warranties of the Company. The Company represents and warrants to Investor that:

(a)       Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

(b)       Authority. The execution, delivery and performance by the Company of each Transaction Document to be executed by the Company and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.

(c)       Enforceability. Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

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(d)       Non-Contravention. The execution and delivery by the Company of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s certificate of incorporation, as amended and restated, or bylaws (as amended, the “Charter Documents”) or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

(e)       Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the stockholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than (i) such as have been obtained and remain in full force and effect; (ii) such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement; and (iii) other than the necessary corporate approvals for the authorization of any shares of capital stock of the Company into which the Notes may be converted.

(f)       No Violation or Default. To the knowledge of the Company, it is not in violation of or in default with respect to (i) its Charter Documents or any material judgment, order, writ, decree, statute, rule or regulation applicable to such Person; or (ii) any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(g)       Intellectual Property. To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted, without any conflict with, or infringement of the rights of, others.

(h)       Accuracy of Information Furnished. None of the Transaction Documents and none of the other certificates, statements or information furnished to Investor by or on behalf of the Company in connection with the Transaction Documents or the transactions contemplated thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(i)       No “Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with applicable law and Securities and Exchange Commission rules and guidance, to determine whether any Covered Person (as hereinafter defined) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(l)(i) to (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Notes; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Notes (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

(j)       Investor Status. The Company confirms that the Investor is a director, officer, or employee of the Company as of the date of this Agreement and the Company acknowledges that the Investor is being offered the Securities as additional compensation and/or incentive for such role/services.

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3. Representations and Warranties of Investor. The Investor represents and warrants to the Company upon the acquisition of a Note as follows:

(a)       Organization; Authority. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Investor. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)       Own Account. The Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Investor’s right to sell the Securities in compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course of its business.

(c)       Investor Status. At the time the Investor was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts, in whole or in part, the Note it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. In addition, the Investor confirms that it is a director, officer, or employee of the Company as of the date of this Agreement and the Investor acknowledges it is being offered the Securities as additional compensation and/or incentive for such role/services.

(d)       Experience of Such Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)       General Solicitation. The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f)       Transfer Restrictions.

(i) The Investor acknowledges that the Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of an Investor under this Agreement.

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(ii)       The Investor agrees to the imprinting of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS |NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(g)       Access to Information, The Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Notwithstanding this Section 3(g), for so long as the Note remains outstanding, but in no event longer than three (3) years from the Closing Date, the Company’s Chief Executive Officer and/or executive management team shall conduct regular (frequency to be determined) telephone calls with Investor or Investor’s representatives.

4. Conditions to Closing of the Investor. The Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investor:

(a)       Representations and Warranties. The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made and shall be true and correct on the Closing Date.

(b)       Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

(c)       Transaction Documents. The Company shall have duly executed and delivered to the Investors this Agreement and the Note.

5. Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Note at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:

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(a)       Representations and Warranties. The representations and warranties made by the Investor in Section 3 hereof shall be true and correct when made and shall be true and correct on the Closing Date.

(b)       Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

(c)       Purchase Price. The Investor shall have delivered to the Company the Purchase Price in respect of the Note being purchased by such Investor referenced in Section 1(b) hereof.

6.       Miscellaneous

(a)       Waivers and Amendments. Any provision of this Agreement and the Note may be amended, waived or modified only upon the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon all of the Parties hereto.

(b)       Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law provisions of the State of Florida or of any other state.

(c)       Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

(d)       Entire Agreement. This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investors and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, including, but not limited to the Term Sheet, whether written or oral, respecting the subject matter hereof.

(e)       Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, emailed, mailed or delivered to each party as follows:

(i) if to Investor:

____________________________

____________________________

____________________________

or

(ii) if to the Company:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265

Alpharetta, GA 30022

Attention: John P. Campi, CEO

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All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by email or facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

(f)       Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(g)       Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

************************************************************

The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first written above.

COMPANY	INVESTOR
SQL TECHNOLOGIES CORP.	By:
	Name:
	Title:
	Address:
Name:
Title:

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EXHIBIT “A”

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD TIME.

SQL TECHNOLOGIES CORP.

SUBORDINATED CONVERTIBLE BALLOON PROMISSORY NOTE

Dated as of: [______ ], [__]

FOR VALUE RECEIVED, SQL TECHNOLOGIES CORP. (the “Company”), a Florida corporation, hereby promises to pay to the order of the undersigned, or permitted assigns of the undersigned, (“Holder”) of this Subordinated Convertible Balloon Promissory Note (the “Note”), in lawful money of the United States at the address of Holder set forth below, the principal amount of [ ] ($[ ]) (the “Principal Amount”) plus interest thereon in the manner and at the rate provided herein.

1.       Principal. Unless sooner converted in accordance with Section 3, the principal on this Note is due and payable on the three (3) year anniversary of the date first set forth above (the “Maturity Date”). Upon payment in full of all principal and interest payable hereunder or conversion of this Note pursuant to the terms hereof, this Note shall be surrendered to the Company for cancellation.

2.       Interest. Except as otherwise provided herein, this Note shall bear interest (the “Interest”) on the outstanding balance of principal and interest from the date hereof until this Note is converted or paid in full, at the annual rate of six percent (6.0%) (computed on the basis of a 360-day year). Accrued interest is payable annually in arrears in cash or Common Stock of the Company (rounding to the nearest whole share), in the sole and absolute discretion of the Holder, at a deemed value of $15.00 per share; provided however, that if this Note is converted in accordance with Section 3, accrued and unpaid interest at the time of such conversion shall be converted as set forth in Section 3. Moreover, that if this Note is converted in accordance with Section 3, accrued and unpaid interest at the time of such conversion shall be converted as set forth in Section 3.

3. Conversion.

(a)       This Note shall be convertible into shares of the Company’s common stock (“Common Stock”) in the sole and absolute discretion of the Holder prior to or on the Maturity Date and shall convert into that number of Common Stock as shall equal (i) the principal amount of the Note plus accrued and unpaid interest as of the conversion date divided by (ii) $15.00 per share of Common Stock.

(b)       Upon conversion of the Note, the outstanding principal and accrued interest shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent. The Company shall not be obligated to issue certificates evidencing the shares of the securities issuable upon such conversion unless such Note is either delivered to the Company or its transfer agent, or the Holder notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable, but in any event within ten (10) days after such delivery, or such agreement and indemnification, issue and deliver at such office to such Holder of such Note, a certificate or certificates for the securities to which the Holder shall be entitled and any cash amounts payable as the result of a conversion into fractional shares of the securities. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of closing of the transaction causing conversion. The person or persons entitled to receive securities issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such securities on such date.

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(c)       If at any time the number of shares of equity securities issuable upon conversion of this Note shall not be sufficient to effect the conversion of this Note, the Company will use all commercially reasonable efforts to effect such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of equity securities issuable upon conversion of this Note as shall be sufficient for such purpose.

(d)       Consolidation; Merger; Reclassification:

(i)       In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of substantially all of the property and assets of any nature of the Company, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with Holder an agreement providing that Holder shall have the right thereafter to receive upon conversion of this Note solely the kind and amount of Common Shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock into which this Note might have been converted immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement.

(ii)       In case of any reclassification or change of the shares of Common Stock issuable upon conversion of this Note in accordance with this Section 3 hereof (other than a change in par value or from no par value to a specified par value), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock issuable upon the conversion of this Note in accordance with this Section 3 hereof (other than a change in par value, or from no par value to a specified par value), Holder shall have the right thereafter to receive upon conversion of this Note solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reclassification, change, consolidation, or merger.

(iii)       The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

4.       Acceleration.

(a) This Note shall, at the option of the Holder, become immediately due and payable, and until paid in full, shall bear interest on the outstanding balance of principal at the annual rate of twelve percent (12%) (computed on the basis of a 360-day year), upon written notice from the Holder to the Company upon the occurrence and during the continuance of any of the following events:

(i)       failure to make any payment of principal or interest when due which failure has continued for a period of ten (10) business days after written notice thereof shall have been received by the Company from the Holder hereof;

(ii)       default in the payment or performance of any material obligation, agreement, representation, warranty or covenant of the Company contained in this Note, and such default shall continue for a period of ten (10) days after written notice of such default shall have been received by the Company from the Holder hereof;

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(iv)       if the Company shall make a general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts as they become due;

(iv)       if the Company shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy code or other applicable federal, state or similar statute, law or regulation, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of its properties; or

(v)       if within sixty (60) days after the commencement of any proceedings against the Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or other applicable federal, state or similar statute, law or regulation, such proceeding shall not have been dismissed or if, within sixty (60) days after the appointment, without the consent or acquiescence of the Company, of any trustee, receiver or liquidator of the Company or of all or any substantial part of its properties, such appointment shall not have been vacated.

5.       Liabilities as Stockholder. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be deemed a stockholder of the Company for any purpose solely based on this Note.

6.       Prepayment. The Company shall have the right to repay in whole or in part the unpaid balance of this Note prior to the Maturity Date. The Holder shall have the right to convert this Note pursuant to the terms hereof in lieu of prepayment. Notice the Company’s prepayment must be provided to the Holder and the Holder shall the right within 5 days from the date of such notice to elect to convert this Note pursuant to the terms hereof.

7.       Amendments and Waivers. Subject to this Section 7, no term of this Note may be amended without the written consent of the Company and the Holder. The observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), including, any waiver that has the effect of extending the Maturity Date, only with the written consent of the Company and the Holder of this Note. Any waiver or amendment effected in accordance with this Section shall be binding upon the Holder of this Note.

8.       Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws provisions thereof.

9.       Attorneys’ Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and interest payable hereunder, reasonable attorneys’ fees and costs incurred by Holder.

10.       Notices. Unless otherwise provided, any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given (i) at the time of personal delivery, if delivery is in person; (ii) one (1) business day after deposit with an express overnight courier for United States deliveries, or three (3) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iii) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries, in each case addressed as follows, or at such other address as any party or the Company may designate by giving ten (10) days advance written notice to all other parties:

-10-

(i)       If to the Company to:

SQL Technologies Corp.

4400 North Point Parkway, Suite 265 Alpharetta, GA 30022

Attention: John P. Campi, Chief Executive Office

(ii)       If to the Holder, to:

____________________________

____________________________

____________________________

EXECUTED as of the date first set forth above.

COMPANY: SQL TECHNOLOGIES CORP.

By:

Name:

Title

-11-

EX-10.35

Exhibit 10.35

Payment Protection Program Term Note

$269,500.00 April 13, 2020

FOR VALUE RECEIVED, SQL TECHNOLOGIES CORP. (the “Borrower”), with an address at 4400 NORTH POINT PARKWAY SUITE 265, ALPHARETTA, GEORGIA 30022-2429, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 222 Delaware Avenue, Wilmington, Delaware 19801, Attn: Business Banking, or at such other location as the Bank may designate from time to time, the principal sum of $269,500.00 (the “Facility”), together with interest accruing on the outstanding principal balance from the date hereof, all as provided below. This Note is being issued pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act’s Paycheck Protection Program (the “Program”).

1. Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per annum (“Fixed Rate”) which is at all times equal to 1.00%. Interest will be calculated based on the actual number of days that principal is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

2. Structure; Payment Terms. During the period (the “Deferral Period”) beginning on the date of this Note and ending on the 6 month anniversary of the date of this Note (the “Deferral Expiration Date”), interest on the outstanding principal balance will accrue at the Fixed Rate, but neither principal nor interest shall be due and payable during the Deferral Period. On the Deferral Expiration Date, the outstanding principal of the Facility that is not forgiven under the Program (the “Conversion Balance”) shall convert to an amortizing term loan payable as set forth below.

On the 15^th day of the 7^th month following the date of this Note (the “First Payment Date”), all accrued interest that is not forgiven under the Program shall be due and payable. Additionally, on the First Payment Date, and continuing on the 15th day of each month thereafter until the 2^nd anniversary of the date of this Note (the “Maturity Date”), equal installments of principal shall be due and payable, each in an amount determined by dividing the Conversion Balance by 18 (the “Monthly Principal Amount”). Interest shall be payable at the same times as the Monthly Principal Amount. Any outstanding principal and accrued interest shall be due and payable in full on the Maturity Date.

If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. “Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in the State of Delaware. The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for any payment when due. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.

3. Forgiveness of the Facility. The Borrower may apply to the Bank for forgiveness of the amount due on this Facility in an amount based on the sum of the following costs incurred by the Borrower during the 8-week period beginning on the date of first disbursement of this Facility: (a) payroll costs; (b) any payment of interest on a covered mortgage obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation); (c) any payment on a covered rent obligation; and (d) any covered utility payment.

The amount of forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136). Not more than 25% of the amount forgiven can be attributable to non-payroll costs. If the Borrower has received an EIDL (as defined in the attached Certification), the amount of such loan shall be subtracted from the loan forgiveness amount.

PPP – Term Note April 2020

4. Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, each advance outstanding under this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be five percentage points (5.00%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents (as defined below) or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty. As used in this Note, “Loan Documents” means, individually and collectively, this Note, together with all other agreements and documents executed and/or delivered in connection with this Note or referred to in this Note, as amended, modified or renewed from time to time.

5. Prepayment. The Borrower shall have the right to prepay any amounts outstanding under this Note at any time and from time to time, in whole or in part, without penalty.

6. Increased Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

7. Representations, Warranties and Covenants.

(a) The Borrower hereby represents and warrants that, if not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower further hereby represents and warranties that it was duly organized, validly existing and in good standing as of February 15, 2020 and had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on a Form 1099-MISC.

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(b) The Borrower certifies, acknowledges and agrees that the certifications contained in the Paycheck Protection Program Certification and the Program application delivered to the Bank are true and correct, which certifications are hereby incorporated herein by this reference as if set forth herein.

(c) The Borrower covenants and agrees that the Borrower will do all things necessary to (i) maintain, renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business as currently conducted; (ii) continue in operation in substantially the same manner as at present, to the extent permitted by applicable law (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls); and (iii) comply with all laws applicable to the Borrower and to the operation of its business (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls).

(d) The Borrower covenants and agrees that, without the Bank’s prior written consent, the Borrower shall not make or permit any change in (i) the composition of its current executive management; (ii) its ownership or equity structure; or (iii) its form of organization, including a division into two or more entities. The Borrower will not make any distribution of company assets that would adversely affect its financial condition, or transfer (including pledging) or dispose of any assets, except in the ordinary course of business.

(e) The Borrower represents and warrants that (i) the Borrower has full power and authority to enter into the transactions provided for in this Note and the other Loan Documents; (ii) all necessary action to authorize the execution and delivery of this Note and the other Loan Documents has been properly taken; (iii) this Note and the other Loan Documents, when executed and delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms; (iv) the Borrower is and will continue to be duly authorized to perform all of the terms and provisions of this Note and the other Loan Documents; (v) there does not exist, either before or after giving effect to the terms of this Note, any default or violation by the Borrower of or under any of the terms, conditions or obligations of any of its governing documents or under any indenture, mortgage, deed of trust, franchise, permit, contract, agreement or other instrument to which it is a party or by which it is bound; and (vi) the Borrower does not require the consent of any party with respect to this Note, the other Loan Documents or the Facility except for such consents that have been obtained.

(f) The Borrower covenants and agrees to take all such additional actions and promptly provide to the Bank all additional documents, statements and information as the Bank may require from time to time, in its discretion, in connection with the SBA’s requirements or requests under or in respect of the Program or the general standard operating procedures of the SBA.

(g) The Borrower authorizes and directs the Bank to disburse the proceeds of the Facility and to direct payments due under the Facility in accordance with the Disbursement and Payment Authorization Instructions attached to this Note as Exhibit A.

8. Other Loan Documents. Notwithstanding any provision to the contrary in any Loan Document or any other collateral security documents that may have been or may in the future be executed and delivered to the Bank, or an agent acting on behalf of the Bank, to secure any obligations of the Borrower to the Bank, this Note is not intended to be secured by real property, and the applicability of any lien on such real property to secure this Note is expressly disclaimed by the Bank.

-3- PPP – Term Note April 2020

9. Events of Default. The occurrence of any of the following events will be deemed to be an “Event of Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or the Borrower’s failure to observe or perform any covenant or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of the Borrower to the Bank; (iii) the filing by or against the Borrower of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against the Borrower, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period); (iv) any assignment by the Borrower for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of the Borrower held by or deposited with the Bank; (v) a default with respect to any other indebtedness of the Borrower for borrowed money, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of the Borrower to the Bank; (vii) the entry of a final judgment against the Borrower and the failure of the Borrower to discharge the judgment within ten (10) days of the entry thereof; (viii) any merger, consolidation, division or other reorganization of, with or by the Borrower, or the sale or other transfer of all or any substantial part of the Borrower’s property or assets; (ix) any change in the Borrower’s business, assets, operations, financial condition or results of operations or equity ownership that has or could reasonably be expected to have any material adverse effect on the Borrower; (x) the Borrower ceases doing business as a going concern; (xi) any representation or warranty made by the Borrower to the Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of the Borrower to the Bank, is false, erroneous or misleading in any material respect; (xii) the death, incarceration, indictment or legal incompetency of any individual Borrower or, if the Borrower is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general partner or member; or (xiii) failure of the Borrower to notify the Bank within ten (10) days of any change of the Borrower’s address.

Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. The Borrower acknowledges that upon the occurrence of an Event of Default, SBA, as defined below, may be required to pay the Lender under the SBA guarantee, and SBA may then seek recovery on the Facility (to the extent any balance remains after loan forgiveness).

10. Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all of the Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time.

11. Financial and Other Information. Within forty five (45) days after the Bank’s request, the Borrower agrees to deliver any financial and other business and ownership information concerning the Borrower that the Bank may request from time to time, such as annual and interim financial statements (all of which shall be prepared in accordance with generally accepted accounting principles), federal income tax returns. The Borrower also agrees to deliver to the Bank, promptly upon the Bank’s request, certification(s) of beneficial owners in the form requested by the Bank (as executed and delivered to the Bank on or prior to the date of this Note and updated from time to time, the “Certification of Beneficial Owners”). If the Borrower was required to execute and deliver to the Bank a Certification of Beneficial Owners, (a) the Borrower represents and warrants, as of the date of this Note and as of the date each updated Certification of Beneficial Owners is provided to the Bank, that the information in the Certification of Beneficial Owners is true, complete and correct, and (b) the Borrower agrees to provide confirmation of the accuracy of the information set forth in the Certification of Beneficial Owners, or deliver a new Certification of Beneficial Owners in form and substance acceptable to the Bank, as and when requested by the Bank and/or when any individual identified on the most recent Certification of Beneficial Owners provided to the Bank as a controlling party and/or a direct or indirect individual owner has changed. The Borrower further agrees to provide such other information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith. Additionally, the Borrower will keep books and records in a manner satisfactory to the Bank and allow the Bank and SBA to inspect and audit books, records and papers relating to the Borrower’s financial or business condition.

-4- PPP – Term Note April 2020

12. Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Bank, as of the date of this Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility, and at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Facility are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

13. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The indemnity agreement contained in this Paragraph shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

-5- PPP – Term Note April 2020

14. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Note) and will be effective upon receipt. Notices may be given in any manner to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time. Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this paragraph. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. No modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time may assign this Note in whole or in part.

This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State of Delaware. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH (I) FEDERAL REGULATIONS, AND (II) TO THE EXTENT NOT PREEMPTED BY FEDERAL LAWS OR REGULATIONS, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE OF DELAWARE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of Delaware; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

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15. Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower solely for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family or household purposes.

16. USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

17. Authorization to Obtain Credit Reports. By signing below, each person, who is signing in his or her individual capacity, requests and provides written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain such individual’s personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile in (i) considering an application for credit that is evidenced, guaranteed or secured by this document, (ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the resulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations with respect to the matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or governmental bodies.

18. Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.

19. Depository. Unless the Bank otherwise agrees, the Borrower will establish and maintain with the Bank the Borrower’s primary depository accounts.

20. Federal Law. When the U.S. Small Business Administration (“SBA”) is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. The Bank or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, the Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

21. Non-Recourse. The Borrower and SBA shall have no recourse against any individual shareholder, member or partner of the Borrower for non-payment of the Facility, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.

22. DISPUTE RESOLUTIONS.

(a) WAIVER OF JURY TRIAL. FOR ANY DISPUTE THAT IS NOT ARBITRATED, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER OR THE BANK MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

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(b) ARBITRATION OF DISPUTES. The Borrower or the Bank may elect to submit any and all disputes arising out of or relating to the Loan Documents or any breach thereof (a “Dispute”) to binding arbitration

(i) Arbitration. Any arbitration shall be conducted pursuant to and in accordance with the AAA Commercial Arbitration Rules and, where applicable, the Supplementary Rules for Large, Complex Commercial Disputes, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in a mutually acceptable location. Except as expressly set forth below, the procedures specified herein shall be the sole and exclusive procedures for the resolution of Disputes; provided, however, that the Borrower or the Bank may seek provisional or ancillary remedies, such as preliminary injunctive relief, from a court having jurisdiction, before, during or after the pendency of any arbitration proceeding. The institution and maintenance of any action for such judicial relief, or pursuit of provisional or ancillary remedies, shall not constitute a waiver of the right or obligation of any party to submit any claim or dispute to arbitration. Nothing herein shall in any way limit or modify any remedies available to the Bank under the Loan Documents or otherwise at law or in equity.

(ii) Motion Practice. In any arbitration hereunder, the arbitrator(s) shall decide any prehearing motions which are substantially similar to pre-hearing motions to dismiss for failure to state a claim or motions for summary adjudication.

(iii) Discovery. Discovery shall be limited to the pre-hearing exchange of all documents which the Borrower and the Bank intend to introduce at the hearing and any expert reports prepared by any expert who will testify at the hearing.

(iv) Sequential Hearing Days. At the administrative conference conducted by the AAA, the Borrower and the Bank and the AAA shall determine how to ensure that the hearing is started and completed on sequential hearing days. Potential arbitrators shall be informed of the anticipated length of the hearing and they shall not be subject to appointment unless they agree to abide by the parties’ intent that, absent exigent circumstances, the hearing shall be conducted on sequential days.

(v) Award. The award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which such award is based.

(vi) Fees and Expenses. The Borrower and the Bank shall each bear equally all fees and costs and expenses of the arbitration, and each shall bear its own legal fees and expenses and the costs of its experts and witnesses; provided, however, that if the arbitration panel shall award to a party substantially all relief sought by such party, then, notwithstanding any applicable governing law provisions, the other party shall pay all costs, fees and expenses incurred by the prevailing party and such costs, fees and expenses shall be included in such award.

(vii) Confidentiality of Disputes. The entire procedure shall be confidential and none of the parties nor arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the written consent of all parties to the Dispute, except (i) to the extent disclosure is required to enforce any applicable arbitration award or may otherwise be required by law and (ii) that either party may make such disclosures to its regulators, auditors, accountants, attorneys and insurance representatives. No conduct, statements, promises, offers, views, or opinions of any party involved in an arbitration hereunder shall be discoverable or admissible for any purposes in litigation or other proceedings involving the parties to the Dispute and shall not be disclosed to anyone not an agent, employee, expert, witness, or representative for any of such parties.

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(viii) CLASS ACTION WAIVER. THE BORROWER HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “class action waiver”. The Bank and the Borrower agree that no arbitrator shall have authority to conduct any arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than the Borrower and/or the Bank individually. The parties acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable from this Dispute Resolution section. If the class action waiver is voided, found unenforceable, or limited with respect to any claim for which the Borrower seeks class-wide relief, then this Dispute Resolution section (except for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the class action waiver. However, this Dispute Resolution section shall remain valid with respect to all other claims and Disputes. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.

(ix) Applicability of Federal Arbitration Act. This Note evidences transaction(s) in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution section.

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If the Borrower is a legal entity, the undersigned certifies to the Bank that the undersigned (individually and collectively if more than one, the “Authorized Representative”) is and was authorized and directed to (i) execute and deliver, including to electronically execute and deliver, in the name of and on behalf of the Borrower, this Note and any other documents executed in connection with this Note or the Facility, all in such form as may be requested by the Bank or required under the Program and any of which may contain a provision waiving the right to trial by jury; (ii) execute and deliver to or in favor of, including to electronically execute and deliver to or in favor of, the Bank any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments; (iii) take any other action requested, required or deemed advisable by the Bank in order to effectuate the foregoing; and (iv) delegate the foregoing duties to other representatives of the Borrower. The undersigned further certifies that the Authorized Representative holds the office, title or status with the Borrower specified below the Authorized Representative’s signature.

The Borrower acknowledges that it has read and understands all the provisions of this Note, including the waiver of jury trial, arbitration and class action waiver, and has been advised by counsel as necessary or appropriate, or has elected not to seek the advice of counsel.

WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.

SQL TECHNOLOGIES CORP.
By:	/s/ John P. Campi
	(SEAL)
John P. Campi, President and Chief Executive Officer
By:	/s/ Patricia A. Barron
	(SEAL)
Patricia A. Barron, Chief Operating Officer

-10- PPP – Term Note April 2020

EX-10.36

Exhibit 10.36

08/20/2020

SQL TECHNOLOGIES CORP

[*], [*]

Attn: John Campi, Patricia Barron

This letter describes amendments made by PNC to your Paycheck Protection Program loan documents as a result of the Paycheck Protection Program Flexibility Act of 2020, which was signed into law on June 5, 2020

Key terms used in this letter include:

○	PPP the SBA’s Paycheck Protection Program
○	Facility your PPP loan
○	Note the note, as extended, amended, or modified, that evidences your PPP loan
○	PNC PNC Bank, National Association

Dear Valued Customer

Thank you for banking with PNC. As always, we appreciate your business and the opportunity to serve you.

We are modifying the terms of the Note for your Facility because of recent changes to the laws governing the PPP. The Paycheck Protection Program Flexibility Act of 2020 significantly modifies the loan forgiveness process and provides other benefits to you as a PPP loan recipient. Your modified Note reflects some of these modifications and benefits.

Summary of Note Amendments:

Below is a summary of the amendments that we are making to your Note. You should read the actual text of the amendments on the next page of this letter for a complete understanding of the new terms and conditions of your Note. Any capitalized terms that we use in this letter but don’t otherwise define have the meanings given to those terms in the Note.

Changes have been made to the amount of time your loan may be deferred. If you apply for forgiveness, the Act changes the deferral period (the period of time when you do not have to pay principal, interest, and fees) from six months to the date that PNC receives your approved loan forgiveness funds from the SBA. If you don’t apply for forgiveness, your payments could be deferred for up to 16 months to the date that is 10 months following the earlier of 24 weeks after your loan was funded, or December 31, 2020. As a result, your Deferral Period, Deferral Expiration Date and First Payment Date are being amended to comply with the Act, and the time you have to repay any unforgiven amount prior to your maturity date may be shorter.

More non-payroll costs might be eligible for forgiveness. The Act now allows your total forgiven amount to include up to 40% of non-payroll costs (this was originally capped at 25%). In light of this change to the Act, we are amending your Note to remove language requiring you to use at least 75% of the loan proceeds be used for eligible payroll costs.

Text of Note Amendments:

Effective as of June 5, 2020, Sections 2 and 3 of the Note were amended and restated to read as follows:

“2. Structure; Payment Terms. During the Deferral Period, interest on the outstanding principal balance will accrue at the Fixed Rate, but neither principal nor interest shall be due and payable. On the Deferral Expiration Date, the Conversion Balance shall convert to an amortizing term loan payable as set forth below.

On the First Payment Date, all accrued interest that is not forgiven under the Program shall be due and payable. Additionally, on the First Payment Date, and continuing on the 15th day of each month thereafter until the Maturity Date, equal monthly installments of principal shall be due and payable in an amount sufficient to fully amortize the Conversion Balance over the remaining term of the Facility. Interest shall be payable at the same times as the monthly principal payments. Any outstanding principal and accrued interest shall be due and payable in full on the Maturity Date.

If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for any payment when due. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.

The following terms shall have the meanings set forth below:

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in the State of Delaware.

“Conversion Balance” shall mean the outstanding principal of the Facility, less any forgiven amounts, as determined on the Deferral Expiration Date.

“Deferral Expiration Date” shall mean either (a) the date any forgiven amount of the Facility is remitted to the Bank, or (b) the date that a final determination is made that no portion of the Facility will be forgiven; provided, however, if the Borrower fails to apply for forgiveness by the Latest Forgiveness Application Date, the Deferral Expiration Date shall mean the Latest Forgiveness Application Date. In no event shall the Deferral Expiration Date be later than the Maturity Date.

“Deferral Period” shall mean the period beginning on the date of this Note and ending on the Deferral Expiration Date.

“First Payment Date” shall mean the 15th day of the month following the month in which the Deferral Expiration Date occurs.

“Latest Forgiveness Application Date” shall mean the date that is 10 months after the earlier to occur of (a) the date that is 24 weeks after the date the Facility is funded; and (b) December 31, 2020.

“Maturity Date” shall mean the 2nd anniversary of the date of this Note.

3. Forgiveness of the Facility. All or a portion of this Facility may be forgiven in accordance with the Program requirements. The amount of forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Program.”

Except as described above, the Note and other Loan Documents remain unchanged and in full force and effect as written.

We’re committed to you and look forward to continuing to support your business. Please refer to PNC.com for more information on the Paycheck Protection Program Flexibility Act.

Sincerely,

PNC BANK, NATIONAL ASSOCIATION

EX-10.37

Exhibit 10.37

Second Draw Paycheck Protection Program Term Note

$178,235.00 February 03, 2021

FOR VALUE RECEIVED, SQL TECHNOLOGIES CORP. (the “Borrower”), with an address at 11030 JONES BRIDGE ROAD SUITE 206, JOHNS CREEK, GEORGIA 30022, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 222 Delaware Avenue, Wilmington, Delaware 19801, Attn: Business Banking, or at such other location as the Bank may designate from time to time, the principal sum of $178,235.00 (the “Facility”), together with interest accruing on the outstanding principal balance from the date hereof, all as provided below. The Facility is a second draw term loan under the Small Business Association (“SBA”) 7(a) Paycheck Protection Program (the “Program”).

1. Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per annum (“Fixed Rate”) equal to 1.00%. Interest will be calculated based on the actual number of days that principal is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

2. Structure; Payment Terms. During the Deferral Period, interest on the outstanding principal balance will accrue at the Fixed Rate, but neither principal nor interest shall be due and payable. On the Deferral Expiration Date, the Conversion Balance shall convert to an amortizing term loan payable as set forth below.

On the First Payment Date, all accrued interest that is not forgiven under the Program shall be due and payable. Additionally, on the First Payment Date, and continuing on the 15th day of each month thereafter until the Maturity Date, equal monthly installments of principal shall be due and payable in an amount sufficient to fully amortize the Conversion Balance over the remaining term of the Facility. Interest shall be payable at the same times as the monthly principal payments.

Any outstanding principal and accrued interest shall be due and payable in full on the Maturity Date.

If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for any payment when due. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion. The following terms shall have the meanings set forth below:

“Alternative Deferral Expiration Date” shall mean the date that is 10 months plus 24 weeks after the date the Facility is first disbursed to the Borrower.

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in the State of Delaware.

“Conversion Balance” shall mean the outstanding principal of the Facility, less any forgiven amounts, as determined on the Deferral Expiration Date.

Second Draw PPP Term Note - January 2021

“Deferral Expiration Date” shall mean either (a) the date any forgiven amount of the Facility is remitted by the SBA to the Bank, or (b) the date on which SBA notifies the Bank that a final determination has been made that no portion of the Facility will be forgiven; provided, however, that if the Borrower fails to apply for loan forgiveness under the Program by the Alternative Deferral Expiration Date, the Deferral Expiration Date shall be the Alternative Deferral Expiration Date.

“Deferral Period” shall mean the period beginning on the date of this Note and ending on the Deferral Expiration Date.

“First Payment Date” shall mean the 15^th day of the month following the month in which the Deferral Expiration Date occurs.

“Maturity Date” shall mean the 5^th anniversary of the date of this Note.

3. Forgiveness of the Facility. All or a portion of this Facility may be forgiven in accordance with the Program requirements. The amount of forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Program.

4. Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, each advance outstanding under this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be five percentage points (5.00%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents (as defined below) or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty. As used in this Note, “Loan Documents” means, individually and collectively, this Note, together with all other agreements and documents executed and/or delivered in connection with this Note or referred to in this Note, as amended, modified or renewed from time to time.

5. Prepayment. The Borrower shall have the right to prepay any amounts outstanding under this Note at any time and from time to time, in whole or in part, without penalty.

6. Increased Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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Second Draw PPP Term Note - January 2021

7. Representations, Warranties and Covenants.

(a) The Borrower hereby represents and warrants that, if not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing.

(b) The Borrower certifies, acknowledges and agrees that all certifications made by the Borrower to the Bank and/or SBA by completing and submitting the Paycheck Protection Program Certification, the Program application and any other certification required by SBA relative to the Program are true and correct, which certifications are hereby incorporated herein by this reference as if set forth herein.

(c) The Borrower covenants and agrees that the Borrower will do all things necessary to (i) if not a natural person, (A) maintain, renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business as currently conducted; and (B) continue in operation in substantially the same manner as at present, to the extent permitted by applicable law (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls); and (ii) comply with all laws applicable to the Borrower and to the operation of its business (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls).

(d) The Borrower represents and warrants that (i) the Borrower has full power, authority and capacity to enter into the transactions provided for in this Note and the other Loan Documents; (ii) if not a natural person, all necessary action to authorize the execution and delivery of this Note and the other Loan Documents has been properly taken; (iii) this Note and the other Loan Documents, when executed and delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms; (iv) if not a natural person, the Borrower is and will continue to be duly authorized to perform all of the terms and provisions of this Note and the other Loan Documents; (v) if not a natural person, there does not exist, either before or after giving effect to the terms of this Note, any default or violation by the Borrower of or under any of the terms, conditions or obligations of any of its governing documents; and (vi) the Borrower does not require the consent of any party with respect to this Note, the other Loan Documents or the Facility except for such consents that have been obtained.

(e) The Borrower covenants and agrees to take all such additional actions and promptly provide to the Bank all additional documents, statements and information as the Bank or SBA may require from time to time, in its discretion, in connection with the Program rules, procedures, requirements or requests.

(f) The Borrower represents and warrants that the Borrower has reviewed and understands the Program rules, procedures, requirements and guidance and that it is eligible to receive the proceeds of the Facility under the Program.

(g) The Borrower authorizes and directs the Bank to disburse the proceeds of the Facility and to direct payments due under the Facility in accordance with the Disbursement and Payment Authorization Instructions attached to this Note as Exhibit A.

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Second Draw PPP Term Note - January 2021

8. Other Loan Documents. Notwithstanding any provision to the contrary in any Loan Document or any other collateral security documents that may have been or may in the future be executed and delivered to the Bank, or an agent acting on behalf of the Bank, to secure any obligations of the Borrower to the Bank, this Note is not intended to be secured by real property, and the applicability of any lien on such real property to secure this Note is expressly disclaimed by the Bank.

9. Events of Default. The occurrence of any of the following events will be deemed to be an “Event of Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or the Borrower’s failure to observe or perform any covenant or other agreement, under or contained in any Loan Document; (iii) the filing by or against the Borrower of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against the Borrower, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period); (iv) any assignment by the Borrower for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of the Borrower held by or deposited with the Bank; (v) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of the Borrower to the Bank; (vi) the entry of a final judgment against the Borrower and the failure of the Borrower to discharge the judgment within ten (10) days of the entry thereof; (vii) any change in the Borrower’s equity ownership of at least twenty percent (20%), in the aggregate, or any merger, consolidation, division or other reorganization of, with or by the Borrower, or the sale or other transfer of all or any substantial part of the Borrower’s property or assets, except as otherwise permitted by the Bank; (viii) any change in the Borrower’s business, assets, operations, financial condition or results of operations that has or could reasonably be expected to have any material adverse effect on the Borrower; (ix) the Borrower ceases doing business as a going concern; (x) any representation or warranty made by the Borrower to the Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of the Borrower to the Bank, is false, erroneous or misleading in any material respect; (xi) the death, incarceration, indictment or legal incompetency of any individual Borrower or, if the Borrower is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general partner or member; or (xii) failure of the Borrower to notify the Bank within ten (10) days of any change of the Borrower’s address.

Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. The Borrower acknowledges that upon the occurrence of an Event of Default, SBA, as defined below, may be required to pay the Lender under the SBA guarantee, and SBA may then seek recovery on the Facility (to the extent any balance remains after loan forgiveness).

10. Right of Setoff. In addition to all rights of setoff against the Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by law, a contractual right of setoff against all of the Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such right of setoff may be exercised without demand upon or notice to the Borrower upon the occurrence of an Event of Default. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time.

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Second Draw PPP Term Note - January 2021

11. Financial and Other Information. The Borrower agrees to deliver to the Bank, promptly upon the Bank’s request, any financial and other business and ownership information concerning the Borrower that the Bank may request from time to time, such as annual and interim financial statements, federal income tax returns and/or certification(s) of beneficial owners (as executed and delivered to the Bank on or prior to the date of this Note and updated from time to time, the “Certification of Beneficial Owners”), each in form and substance acceptable to the Bank. If the Borrower is required to execute and deliver to the Bank a Certification of Beneficial Owners, (a) the Borrower represents and warrants, as of the date of this Note and as of the date each updated Certification of Beneficial Owners is provided to the Bank, that the information in the Certification of Beneficial Owners is true, complete and correct, and (b) the Borrower agrees to provide confirmation of the accuracy of the information set forth in the Certification of Beneficial Owners, or deliver a new Certification of Beneficial Owners in form and substance acceptable to the Bank, as and when requested by the Bank and/or when any individual identified on the most recent Certification of Beneficial Owners provided to the Bank as a controlling party and/or a direct or indirect individual owner has changed. The Borrower further agrees to provide such other information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith. Additionally, the Borrower will keep books and records in a manner satisfactory to the Bank and allow the Bank and SBA to inspect and audit books, records and papers relating to the Borrower’s financial or business condition.

12. Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Bank, as of the date of this Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility, and at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Facility are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

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Second Draw PPP Term Note - January 2021

13. Release and Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including the Borrower or any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of the Program or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The release and indemnity agreements contained in this paragraph shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

14. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Note). Notices may be given in any manner to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically (including through an automated platform) to any electronic address provided by a party from time to time. Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this paragraph. Notices will be effective upon receipt. For purposes hereof, “receipt” shall mean: (i) for notices sent by U.S. mail, the third business day after the date such notice was sent; (ii) for notices delivered by hand or sent by overnight courier service, the date delivered; (iii) for notices sent by facsimile or electronic communication, the date when sent; and (iv) for notices sent by any other method, the date received. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. Except as otherwise set forth in this Note, no modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time may assign this Note in whole or in part.

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Second Draw PPP Term Note - January 2021

This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State of Delaware. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH (I) FEDERAL REGULATIONS, AND (II) TO THE EXTENT NOT PREEMPTED BY FEDERAL LAWS OR REGULATIONS, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE OF DELAWARE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of Delaware; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

15. Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower solely for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family or household purposes.

16. USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

17. Authorization to Obtain Credit Reports. By signing below, each person, who is signing in his or her individual capacity, requests and provides written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain such individual’s personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile in (i) considering an application for credit that is evidenced, guaranteed or secured by this document, (ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the resulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations with respect to the matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or governmental bodies.

18. Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.

19. Depository. Unless the Bank otherwise agrees, the Borrower will establish and maintain with the Bank the Borrower’s primary depository accounts.

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Second Draw PPP Term Note - January 2021

20. Amendment of Terms. Without limiting any other provision in this Note, the Bank may amend the terms of this Note from time to time, in any respect, by written notice to the Borrower (provided no such notice is required if the amendment is necessary to align with changes in law or the Program rules). Any such amendment will apply to outstanding balances and new advances under this Note except as otherwise indicated in the written notice. If the Borrower does not agree to be bound by the terms of any amendment, the Borrower must, within thirty (30) days of the date of such notice of amendment, terminate the Facility by giving written notice to the Bank of its election to terminate the Facility and paying in full the then outstanding balance of the Facility, plus all accrued and unpaid interest, and all other amounts due under this Note and the other Loan Documents.

21. Federal Law. When the SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. The Bank or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, the Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

22. DISPUTE RESOLUTION.

(a) WAIVER OF JURY TRIAL. FOR ANY DISPUTE THAT IS NOT ARBITRATED, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER OR THE BANK MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

(b) ARBITRATION OF DISPUTES. The Borrower or the Bank may elect to submit any and all disputes arising out of or relating to the Loan Documents or any breach thereof (a “Dispute”) to binding arbitration

(i) Arbitration. Any arbitration shall be conducted pursuant to and in accordance with the AAA Commercial Arbitration Rules and, where applicable, the Supplementary Rules for Large, Complex Commercial Disputes, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in a mutually acceptable location. Except as expressly set forth below, the procedures specified herein shall be the sole and exclusive procedures for the resolution of Disputes; provided, however, that the Borrower or the Bank may seek provisional or ancillary remedies, such as preliminary injunctive relief, from a court having jurisdiction, before, during or after the pendency of any arbitration proceeding. The institution and maintenance of any action for such judicial relief, or pursuit of provisional or ancillary remedies, shall not constitute a waiver of the right or obligation of any party to submit any claim or dispute to arbitration. Nothing herein shall in any way limit or modify any remedies available to the Bank under the Loan Documents or otherwise at law or in equity.

(ii) Motion Practice. In any arbitration hereunder, the arbitrator(s) shall decide any pre-hearing motions which are substantially similar to pre-hearing motions to dismiss for failure to state a claim or motions for summary adjudication.

(iii) Discovery. Discovery shall be limited to the pre-hearing exchange of all documents which the Borrower and the Bank intend to introduce at the hearing and any expert reports prepared by any expert who will testify at the hearing.

(iv) Sequential Hearing Days. At the administrative conference conducted by the AAA, the Borrower and the Bank and the AAA shall determine how to ensure that the hearing is started and completed on sequential hearing days. Potential arbitrators shall be informed of the anticipated length of the hearing and they shall not be subject to appointment unless they agree to abide by the parties’ intent that, absent exigent circumstances, the hearing shall be conducted on sequential days.

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Second Draw PPP Term Note - January 2021

(v) Award. The award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which such award is based.

(vi) Fees and Expenses. The Borrower and the Bank shall each bear equally all fees and costs and expenses of the arbitration, and each shall bear its own legal fees and expenses and the costs of its experts and witnesses; provided, however, that if the arbitration panel shall award to a party substantially all relief sought by such party, then, notwithstanding any applicable governing law provisions, the other party shall pay all costs, fees and expenses incurred by the prevailing party and such costs, fees and expenses shall be included in such award.

(vii) Confidentiality of Disputes. The entire procedure shall be confidential and none of the parties nor arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the written consent of all parties to the Dispute, except (i) to the extent disclosure is required to enforce any applicable arbitration award or may otherwise be required by law and (ii) that either party may make such disclosures to its regulators, auditors, accountants, attorneys and insurance representatives. No conduct, statements, promises, offers, views, or opinions of any party involved in an arbitration hereunder shall be discoverable or admissible for any purposes in litigation or other proceedings involving the parties to the Dispute and shall not be disclosed to anyone not an agent, employee, expert, witness, or representative for any of such parties.

(viii) CLASS ACTION WAIVER. THE BORROWER HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “class action waiver”. The Bank and the Borrower agree that no arbitrator shall have authority to conduct any arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than the Borrower and/or the Bank individually. The parties acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable from this Dispute Resolution section. If the class action waiver is voided, found unenforceable, or limited with respect to any claim for which the Borrower seeks class-wide relief, then this Dispute Resolution section (except for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the class action waiver. However, this Dispute Resolution section shall remain valid with respect to all other claims and Disputes. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.

(ix) Applicability of Federal Arbitration Act. This Note evidences transaction(s) in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution section.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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Second Draw PPP Term Note - January 2021

If the Borrower is a legal entity, the undersigned certifies to the Bank that the undersigned (individually and collectively if more than one, the “Authorized Representative”) is and was authorized and directed to (i) execute and deliver, including to electronically execute and deliver, in the name of and on behalf of the Borrower, this Note and any other documents executed in connection with this Note or the Facility, all in such form as may be requested by the Bank or required under the Program and any of which may contain a provision waiving the right to trial by jury; (ii) execute and deliver to or in favor of, including to electronically execute and deliver to or in favor of, the Bank any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments; (iii) take any other action requested, required or deemed advisable by the Bank in order to effectuate the foregoing; and (iv) delegate the foregoing duties to other representatives of the Borrower. The undersigned further certifies that the Authorized Representative holds the office, title or status with the Borrower specified below the Authorized Representative’s signature.

The Borrower acknowledges that it has read and understands all the provisions of this Note, including the waiver of jury trial, arbitration and class action waiver, and has been advised by counsel as necessary or appropriate, or has elected not to seek the advice of counsel.

WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.

SQL TECHNOLOGIES CORP.
By:	/s/ John P. Campi
	(SEAL)
	John P. Campi, President and Chief Executive Officer

By:	/s/ Patricia A. Barron
	(SEAL)
	Patricia A. Barron, Chief Operating Officer

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Second Draw PPP Term Note - January 2021

EX-10.38

Exhibit 10.38

SBA Loan #2575748000 Application #3305018072

U.S. Small Business Administration

Economic Injury Disaster Loan

LOAN AUTHORIZATION AND AGREEMENT

Date: 06.24.2020 (Effective Date)

On the above date, this Administration (SBA) authorized (under Section 7(b) of the Small Business Act, as amended) a Loan (SBA Loan #2575748000) to SQL Technologies Corp. (Borrower) of 4400 N POINT PKWY STE 265 ALPHARETTA Georgia 30022 in the amount of one hundred and fifty thousand and 00/100 Dollars ($150,000.00), upon the following conditions:

PAYMENT
	●	Installment payments, including principal and interest, of $731.00 Monthly, will begin Twelve (12) months from the date of the promissory Note. The balance of principal and interest will be payable Thirty (30) years from the date of the promissory Note.
INTEREST
	●	Interest will accrue at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date(s) of each advance.
PAYMENT TERMS
	●	Each payment will be applied first to interest accrued to the date of receipt of each payment, and the balance, if any, will be applied to principal.
	●	Each payment will be made when due even if at that time the full amount of the Loan has not yet been advanced or the authorized amount of the Loan has been reduced.
COLLATERAL
	●	For loan amounts of greater than $25,000, Borrower hereby grants to SBA, the secured party hereunder, a continuing security interest in and to any and all HCollateralI as described herein to secure payment and performance of all debts, liabilities and obligations of Borrower to SBA hereunder without limitation, including but not limited to all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower now owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto.
	●	For loan amounts of $25,000 or less, SBA is not taking a security interest in any collateral.

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SBA Loan #2575748000 Application #3305018072

REQUIREMENTS RELATIVE TO COLLATERAL
	●	Borrower will not sell or transfer any collateral (except normal inventory turnover in the ordinary course of business) described in the “Collateral” paragraph hereof without the prior written consent of SBA.
USE OF LOAN PROCEEDS
	●	Borrower will use all the proceeds of this Loan solely as working capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020 and continuing thereafter and to pay Uniform Commercial Code (UCC) lien filing fees and a third-party UCC handling charge of $100 which will be deducted from the Loan amount stated above.
REQUIREMENTS FOR USE OF LOAN PROCEEDS AND RECEIPTS
	●	Borrower will obtain and itemize receipts (paid receipts, paid invoices or cancelled checks) and contracts for all Loan funds spent and retain these receipts for 3 years from the date of the final disbursement. Prior to each subsequent disbursement (if any) and whenever requested by SBA, Borrower will submit to SBA such itemization together with copies of the receipts.
	●	Borrower will not use, directly or indirectly, any portion of the proceeds of this Loan to relocate without the prior written permission of SBA. The law prohibits the use of any portion of the proceeds of this Loan for voluntary relocation from the business area in which the disaster occurred. To request SBA’s prior written permission to relocate, Borrower will present to SBA the reasons therefore and a description or address of the relocation site. Determinations of (1) whether a relocation is voluntary or otherwise, and (2) whether any site other than the disaster-affected location is within the business area in which the disaster occurred, will be made solely by SBA.
	●	Borrower will, to the extent feasible, purchase only American-made equipment and products with the proceeds of this Loan.
	●	Borrower will make any request for a loan increase for additional disaster-related damages as soon as possible after the need for a loan increase is discovered. The SBA will not consider a request for a loan increase received more than two (2) years from the date of loan approval unless, in the sole discretion of the SBA, there are extraordinary and unforeseeable circumstances beyond the control of the borrower.
DEADLINE FOR RETURN OF LOAN CLOSING DOCUMENTS
	●	Borrower will sign and return the loan closing documents to SBA within 2 months of the date of this Loan Authorization and Agreement. By notifying the Borrower in writing, SBA may cancel this Loan if the Borrower fails to meet this requirement. The Borrower may submit and the SBA may, in its sole discretion, accept documents after 2 months of the date of this Loan Authorization and Agreement.
COMPENSATION FROM OTHER SOURCES
	●	Eligibility for this disaster Loan is limited to disaster losses that are not compensated by other sources. Other sources include but are not limited to: (1) proceeds of policies of insurance or other indemnifications, (2) grants or other reimbursement (including loans) from government agencies or private organizations, (3) claims for civil liability against other individuals, organizations or governmental entities, and (4) salvage (including any sale or re-use) of items of damaged property.

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SBA Loan #2575748000 Application #3305018072

	●	Borrower will promptly notify SBA of the existence and status of any claim or application for such other compensation, and of the receipt of any such compensation, and Borrower will promptly submit the proceeds of same (not exceeding the outstanding balance of this Loan) to SBA.
	●	Borrower hereby assigns to SBA the proceeds of any such compensation from other sources and authorizes the payor of same to deliver said proceeds to SBA at such time and place as SBA shall designate.
	●	SBA will in its sole discretion determine whether any such compensation from other sources is a duplication of benefits. SBA will use the proceeds of any such duplication to reduce the outstanding balance of this Loan, and Borrower agrees that such proceeds will not be applied in lieu of scheduled payments.
DUTY TO MAINTAIN HAZARD INSURANCE
	●	Within 12 months from the date of this Loan Authorization and Agreement the Borrower will provide proof of an active and in effect hazard insurance policy including fire, lightning, and extended coverage on all items used to secure this loan to at least 80% of the insurable value. Borrower will not cancel such coverage and will maintain such coverage throughout the entire term of this Loan. BORROWER MAY NOT BE ELIGIBLE FOR EITHER ANY FUTURE DISASTER ASSISTANCE OR SBA FINANCIAL ASSISTANCE IF THIS INSURANCE IS NOT MAINTAINED AS STIPULATED HEREIN THROUGHOUT THE ENTIRE TERM OF THIS LOAN. Please submit proof of insurance to: U.S. Small Business Administration, Office of Disaster Assistance, 14925 Kingsport Rd, Fort Worth, TX. 76155.
BOOKS AND RECORDS
	●	Borrower will maintain current and proper books of account in a manner satisfactory to SBA for the most recent 5 years until 3 years after the date of maturity, including extensions, or the date this Loan is paid in full, whichever occurs first. Such books will include Borrower’s financial and operating statements, insurance policies, tax returns and related filings, records of earnings distributed and dividends paid and records of compensation to officers, directors, holders of 10% or more of Borrower’s capital stock, members, partners and proprietors.
	●	Borrower authorizes SBA to make or cause to be made, at Borrower’s expense and in such a manner and at such times as SBA may require: (1) inspections and audits of any books, records and paper in the custody or control of Borrower or others relating to Borrower’s financial or business conditions, including the making of copies thereof and extracts therefrom, and (2) inspections and appraisals of any of Borrower’s assets.
	●	Borrower will furnish to SBA, not later than 3 months following the expiration of Borrower’s fiscal year and in such form as SBA may require, Borrower’s financial statements.
	●	Upon written request of SBA, Borrower will accompany such statements with an ‘Accountant’s Review Report’ prepared by an independent public accountant at Borrower’s expense.
	●	Borrower authorizes all Federal, State and municipal authorities to furnish reports of examination, records and other information relating to the conditions and affairs of Borrower and any desired information from such reports, returns, files, and records of such authorities upon request of SBA.

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SBA Loan #2575748000 Application #3305018072

LIMITS ON DISTRIBUTION OF ASSETS
	●	Borrower will not, without the prior written consent of SBA, make any distribution of Borrower’s assets, or give any preferential treatment, make any advance, directly or indirectly, by way of loan, gift, bonus, or otherwise, to any owner or partner or any of its employees, or to any company directly or indirectly controlling or affiliated with or controlled by Borrower, or any other company.
EQUAL OPPORTUNITY REQUIREMENT
	●	If Borrower has or intends to have employees, Borrower will post SBA Form 722, Equal Opportunity Poster(copy attached), in Borrower’s place of business where it will be clearly visible to employees, applicants for employment, and the general public.
DISCLOSURE OF LOBBYING ACTIVITIES
	●	Borrower agrees to the attached Certification Regarding Lobbying Activities
BORROWER’S CERTIFICATIONS
Borrower certifies that:
	●	There has been no substantial adverse change in Borrower’s financial condition (and organization, in case of a business borrower) since the date of the application for this Loan. (Adverse changes include, but are not limited to: judgment liens, tax liens, mechanic’s liens, bankruptcy, financial reverses, arrest or conviction of felony, etc.)
	●	No fees have been paid, directly or indirectly, to any representative (attorney, accountant, etc.) for services provided or to be provided in connection with applying for or closing this Loan, other than those reported on SBA Form 5 Business Disaster Loan Application’; SBA Form 3501 COVID-19 Economic Injury Disaster Loan Application; or SBA Form 159, ‘Compensation Agreement’. All fees not approved by SBA are prohibited.
	●	All representations in the Borrower’s Loan application (including all supplementary submissions) are true, correct and complete and are offered to induce SBA to make this Loan.
	●	No claim or application for any other compensation for disaster losses has been submitted to or requested of any source, and no such other compensation has been received, other than that which Borrower has fully disclosed to SBA.
	●	Neither the Borrower nor, if the Borrower is a business, any principal who owns at least 50% of the Borrower, is delinquent more than 60 days under the terms of any: (a) administrative order; (b) court order; or (c) repayment agreement that requires payment of child support.
	●	Borrower certifies that no fees have been paid, directly or indirectly, to any representative (attorney, accountant, etc.) for services provided or to be provided in connection with applying for or closing this Loan, other than those reported on the Loan Application. All fees not approved by SBA are prohibited. If an Applicant chooses to employ an Agent, the compensation an Agent charges to and that is paid by the Applicant must bear a necessary and reasonable relationship to the services actually performed and must be comparable to those charged by other Agents in the geographical area. Compensation cannot be contingent on loan approval. In addition, compensation must not include any expenses which are deemed by SBA to be unreasonable for services actually performed or expenses actually incurred. Compensation must not include charges prohibited in 13 CFR 103 or SOP 50-30, Appendix 1. If the compensation exceeds $500 for a disaster home loan or $2,500 for a disaster business loan, Borrower must fill out the Compensation Agreement Form 159D which will be provided for Borrower upon request or can be found on the SBA website.

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SBA Loan #2575748000 Application #3305018072

	●	Borrower certifies, to the best of its, his or her knowledge and belief, that the certifications and representations in the attached Certification Regarding Lobbying are true, correct and complete and are offered to induce SBA to make this Loan.
CIVIL AND CRIMINAL PENALTIES
	●	Whoever wrongfully misapplies the proceeds of an SBA disaster loan shall be civilly liable to the Administrator in an amount equal to one-and-one half times the original principal amount of the loan under 15 U.S.C. 636(b). In addition, any false statement or misrepresentation to SBA may result in criminal, civil or administrative sanctions including, but not limited to: 1) fines, imprisonment or both, under 15 U.S.C. 645, 18 U.S.C. 1001, 18 U.S.C. 1014, 18 U.S.C. 1040, 18 U.S.C. 3571, and any other applicable laws; 2) treble damages and civil penalties under the False Claims Act, 31 U.S.C. 3729; 3) double damages and civil penalties under the Program Fraud Civil Remedies Act, 31 U.S.C. 3802; and 4) suspension and/or debarment from all Federal procurement and non-procurement transactions. Statutory fines may increase if amended by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015.
RESULT OF VIOLATION OF THIS LOAN AUTHORIZATION AND AGREEMENT
	●	If Borrower violates any of the terms or conditions of this Loan Authorization and Agreement, the Loan will be in default and SBA may declare all or any part of the indebtedness immediately due and payable. SBA’s failure to exercise its rights under this paragraph will not constitute a waiver.
	●	A default (or any violation of any of the terms and conditions) of any SBA Loan(s) to Borrower and/or its affiliates will be considered a default of all such Loan(s).
DISBURSEMENT OF THE LOAN
	●	Disbursements will be made by and at the discretion of SBA Counsel, in accordance with this Loan Authorization and Agreement and the general requirements of SBA.
	●	Disbursements may be made in increments as needed.
	●	Other conditions may be imposed by SBA pursuant to general requirements of SBA.
	●	Disbursement may be withheld if, in SBA’s sole discretion, there has been an adverse change in Borrower’s financial condition or in any other material fact represented in the Loan application, or if Borrower fails to meet any of the terms or conditions of this Loan Authorization and Agreement.
	●	NO DISBURSEMENT WILL BE MADE LATER THAN 6 MONTHS FROM THE DATE OF THIS LOAN AUTHORIZATION AND AGREEMENT UNLESS SBA, IN ITS SOLE DISCRETION, EXTENDS THIS DISBURSEMENT PERIOD.

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SBA Loan #2575748000 Application #3305018072

PARTIES AFFECTED
	●	This Loan Authorization and Agreement will be binding upon Borrower and Borrower’s successors and assigns and will inure to the benefit of SBA and its successors and assigns.
RESOLUTION OF BOARD OF DIRECTORS
	●	Borrower shall, within 180 days of receiving any disbursement of this Loan, submit the appropriate SBA Certificate and/or Resolution to the U.S. Small Business Administration, Office of Disaster Assistance, 14925 Kingsport Rd, Fort Worth, TX. 76155.
ENFORCEABILITY
	●	This Loan Authorization and Agreement is legally binding, enforceable and approved upon Borrower’s signature, the SBA’s approval and the Loan Proceeds being issued to Borrower by a government issued check or by electronic debit of the Loan Proceeds to Borrower’s banking account provided by Borrower in application for this Loan.

/s/ James E. Rivera

James E. Rivera

Associate Administrator

U.S. Small Business Administration

The undersigned agree(s) to be bound by the terms and conditions herein during the term of this Loan, and further agree(s) that no provision stated herein will be waived without prior written consent of SBA. Under penalty of perjury of the United States of America, I hereby certify that I am authorized to apply for and obtain a disaster loan on behalf of Borrower, in connection with the effects of the COVID-19 emergency.

SQL Technologies Corp.
/s/ John Campi	Date:	06.24.2020
John Campi, Owner/Officer

Note: Corporate Borrowers must execute Loan Authorization and Agreement in corporate name, by a duly authorized officer. Partnership Borrowers must execute in firm name, together with signature of a general partner. Limited Liability entities must execute in the entity name by the signature of the authorized managing person.

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EX-10.39

Exhibit 10.39

U.S. Small Business Administration NOTE (SECURED DISASTER LOANS) Date: 06.24.2020 Loan Amount: $150,000.00 Annual Interest Rate: 3.75%

SBA Loan #2575748000 Application #3305018072

1.	PROMISE TO PAY: In return for a loan, Borrower promises to pay to the order of SBA the amount of one hundred and fifty thousand and 00/100 Dollars ($150,000.00), interest on the unpaid principal balance, and all other amounts required by this Note.
2.	DEFINITIONS: A) “Collateral” means any property taken as security for payment of this Note or any guarantee of this Note. B) “Guarantor” means each person or entity that signs a guarantee of payment of this Note. C) “Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
3.	PAYMENT TERMS: Borrower must make all payments at the place SBA designates. Borrower may prepay this Note in part or in full at any time, without notice or penalty. Borrower must pay principal and interest payments of $731.00 every month beginning Twelve (12) months from the date of the Note. SBA will apply each installment payment first to pay interest accrued to the day SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable Thirty (30) years from the date of the Note.
4.	DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower: A) Fails to comply with any provision of this Note, the Loan Authorization and Agreement, or other Loan Documents; B) Defaults on any other SBA loan; C) Sells or otherwise transfers, or does not preserve or account to SBA’s satisfaction for, any of the Collateral or its proceeds; D) Does not disclose, or anyone acting on their behalf does not disclose, any material fact to SBA; E) Makes, or anyone acting on their behalf makes, a materially false or misleading representation to SBA; F) Defaults on any loan or agreement with another creditor, if SBA believes the default may materially affect Borrower’s ability to pay this Note; G) Fails to pay any taxes when due; H) Becomes the subject of a proceeding under any bankruptcy or insolvency law; I) Has a receiver or liquidator appointed for any part of their business or property; J) Makes an assignment for the benefit of creditors; K) Has any adverse change in financial condition or business operation that SBA believes may materially affect Borrower’s ability to pay this Note; L) Dies; M) Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without SBA’s prior written consent; or, N) Becomes the subject of a civil or criminal action that SBA believes may materially affect Borrower’s ability to pay this Note.
5.	SBA’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, SBA may: A) Require immediate payment of all amounts owing under this Note; B) Have recourse to collect all amounts owing from any Borrower or Guarantor (if any); C) File suit and obtain judgment; D) Take possession of any Collateral; or E) Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.
6.	SBA’S GENERAL POWERS: Without notice and without Borrower’s consent, SBA may: A) Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses; B) Collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If SBA incurs such expenses, it may demand immediate reimbursement from Borrower or add the expenses to the principal balance; C) Release anyone obligated to pay this Note; D) Compromise, release, renew, extend or substitute any of the Collateral; and E) Take any action necessary to protect the Collateral or collect amounts owing on this Note.

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7.	FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
8.	GENERAL PROVISIONS: A) All individuals and entities signing this Note are jointly and severally liable. B) Borrower waives all suretyship defenses. C) Borrower must sign all documents required at any time to comply with the Loan Documents and to enable SBA to acquire, perfect, or maintain SBA’s liens on Collateral. D) SBA may exercise any of its rights separately or together, as many times and in any order it chooses. SBA may delay or forgo enforcing any of its rights without giving up any of them. E) Borrower may not use an oral statement of SBA to contradict or alter the written terms of this Note. F) If any part of this Note is unenforceable, all other parts remain in effect. G) To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that SBA did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. H) SBA may sell or otherwise transfer this Note.
9.	MISUSE OF LOAN FUNDS: Anyone who wrongfully misapplies any proceeds of the loan will be civilly liable to SBA for one and one- half times the proceeds disbursed, in addition to other remedies allowed by law.
10.	BORROWER’S NAME(S) AND SIGNATURE(S): By signing below, each individual or entity acknowledges and accepts personal obligation and full liability under the Note as Borrower.

SQL Technologies Corp.

/s/ John Campi

John Campi, Owner/Officer

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EX-10.40

Exhibit 10.40

SBA Loan #2575748000 Application #3305018072

U.S. Small Business Administration

SECURITY AGREEMENT

SBA Loan #:	2575748000
Borrower:	SQL Technologies Corp.
Secured Party:	The Small Business Administration, an Agency of the U.S. Government
Date:	06.24.2020
Note Amount:	$150,000.00

1. DEFINITIONS.

Unless otherwise specified, all terms used in this Agreement will have the meanings ascribed to them under the Official Text of the Uniform Commercial Code, as it may be amended from time to time, (“UCC”), “SBA” means the Small Business Administration, an Agency of the U.S. Government.

2. GRANT OF SECURITY INTEREST.

For value received, the Borrower grants to the Secured Party a security interest in the property described below in paragraph 4 (the “Collateral”).

3. OBLIGATIONS SECURED.

This Agreement secures the payment and performance of: (a) all obligations under a Note dated 06.24.2020, made by SQL Technologies Corp. , made payable to Secured Lender, in the amount of $150,000.00 (“Note”), including all costs and expenses (including reasonable attorney’s fees), incurred by Secured Party in the disbursement, administration and collection of the loan evidenced by the Note; (b) all costs and expenses (including reasonable attorney’s fees), incurred by Secured Party in the protection, maintenance and enforcement of the security interest hereby granted; (c) all obligations of the Borrower in any other agreement relating to the Note; and (d) any modifications, renewals, refinancings, or extensions of the foregoing obligations.

4. COLLATERAL DESCRIPTION.

The Collateral in which this security interest is granted includes the following property that Borrower now owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto.

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SBA Loan #2575748000 Application #3305018072

5. RESTRICTIONS ON COLLATERAL TRANSFER.

Borrower will not sell, lease, license or otherwise transfer (including by granting security interests, liens, or other encumbrances in) all or any part of the Collateral or Borrower’s interest in the Collateral without Secured Party’s written or electronically communicated approval, except that Borrower may sell inventory in the ordinary course of business on customary terms. Borrower may collect and use amounts due on accounts and other rights to payment arising or created in the ordinary course of business, until notified otherwise by Secured Party in writing or by electronic communication.

6. MAINTENANCE AND LOCATION OF COLLATERAL; INSPECTION; INSURANCE.

Borrower must promptly notify Secured Party by written or electronic communication of any change in location of the Collateral, specifying the new location. Borrower hereby grants to Secured Party the right to inspect the Collateral at all reasonable times and upon reasonable notice. Borrower must: (a) maintain the Collateral in good condition; (b) pay promptly all taxes, judgments, or charges of any kind levied or assessed thereon; (c) keep current all rent or mortgage payments due, if any, on premises where the Collateral is located; and (d) maintain hazard insurance on the Collateral, with an insurance company and in an amount approved by Secured Party (but in no event less than the replacement cost of that Collateral), and including such terms as Secured Party may require including a Lender’s Loss Payable Clause in favor of Secured Party. Borrower hereby assigns to Secured Party any proceeds of such policies and all unearned premiums thereon and authorizes and empowers Secured Party to collect such sums and to execute and endorse in Borrower’s name all proofs of loss, drafts, checks and any other documents necessary for Secured Party to obtain such payments.

7. CHANGES TO BORROWER’S LEGAL STRUCTURE, PLACE OF BUSINESS, JURISDICTION OF ORGANIZATION, OR NAME.

Borrower must notify Secured Party by written or electronic communication not less than 30 days before taking any of the following actions: (a) changing or reorganizing the type of organization or form under which it does business; (b) moving, changing its place of business or adding a place of business; (c) changing its jurisdiction of organization; or (d) changing its name. Borrower will pay for the preparation and filing of all documents Secured Party deems necessary to maintain, perfect and continue the perfection of Secured Party’s security interest in the event of any such change.

8. PERFECTION OF SECURITY INTEREST.

Borrower consents, without further notice, to Secured Party’s filing or recording of any documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, Borrower must sign or otherwise authenticate all documents that Secured Party deems necessary at any time to allow Secured Party to acquire, perfect, continue or amend its security interest in the Collateral. Borrower will pay the filing and recording costs of any documents relating to Secured Party’s security interest. Borrower ratifies all previous filings and recordings, including financing statements and notations on certificates of title. Borrower will cooperate with Secured Party in obtaining a Control Agreement satisfactory to Secured Party with respect to any Deposit Accounts or Investment Property, or in otherwise obtaining control or possession of that or any other Collateral.

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SBA Loan #2575748000 Application #3305018072

9. DEFAULT.

Borrower is in default under this Agreement if: (a) Borrower fails to pay, perform or otherwise comply with any provision of this Agreement; (b) Borrower makes any materially false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement; (c) another secured party or judgment creditor exercises its rights against the Collateral; or (d) an event defined as a “default” under the Obligations occurs. In the event of default and if Secured Party requests, Borrower must assemble and make available all Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of same and exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the UCC that is in effect in the jurisdiction where Borrower or the Collateral is located. Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Borrower waives any right it may have to require Secured Party to enforce the security interest or payment or performance of the Obligations against any other person.

10. FEDERAL RIGHTS.

When SBA is the holder of the Note, this Agreement will be construed and enforced under federal law, including SBA regulations. Secured Party or SBA may use state or local procedures for filing papers, recording documents, giving notice, enforcing security interests or liens, and for any other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax or liability. As to this Agreement, Borrower may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.

11. GOVERNING LAW.

Unless SBA is the holder of the Note, in which case federal law will govern, Borrower and Secured Party agree that this Agreement will be governed by the laws of the jurisdiction where the Borrower is located, including the UCC as in effect in such jurisdiction and without reference to its conflicts of laws principles.

12. SECURED PARTY RIGHTS.

All rights conferred in this Agreement on Secured Party are in addition to those granted to it by law, and all rights are cumulative and may be exercised simultaneously. Failure of Secured Party to enforce any rights or remedies will not constitute an estoppel or waiver of Secured Party’s ability to exercise such rights or remedies. Unless otherwise required under applicable law, Secured Party is not liable for any loss or damage to Collateral in its possession or under its control, nor will such loss or damage reduce or discharge the Obligations that are due, even if Secured Party’s actions or inactions caused or in any way contributed to such loss or damage.

13. SEVERABILITY.

If any provision of this Agreement is unenforceable, all other provisions remain in effect.

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SBA Loan #2575748000 Application #3305018072

14. BORROWER CERTIFICATIONS.

Borrower certifies that: (a) its Name (or Names) as stated above is correct; (b) all Collateral is owned or titled in the Borrower’s name and not in the name of any other organization or individual; (c) Borrower has the legal authority to grant the security interest in the Collateral; (d) Borrower’s ownership in or title to the Collateral is free of all adverse claims, liens, or security interests (unless expressly permitted by Secured Party); (e) none of the Obligations are or will be primarily for personal, family or household purposes; (f) none of the Collateral is or will be used, or has been or will be bought primarily for personal, family or household purposes; (g) Borrower has read and understands the meaning and effect of all terms of this Agreement.

15. BORROWER NAME(S) AND SIGNATURE(S).

By signing or otherwise authenticating below, each individual and each organization becomes jointly and severally obligated as a Borrower under this Agreement.

SQL Technologies Corp.
/s/ John Campi	Date:	06.24.2020
John Campi, Owner/Officer

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EX-10.41

Exhibit 10.41

SQL TECHNOLOGIES CORP.
2021 STOCK INCENTIVE PLAN

1. Establishment, Purpose, Duration.

a. Establishment. SQL Technologies Corp. (the “Company”) hereby establishes an equity compensation plan to be known as the SQL Technologies Corp. 2021 Stock Incentive Plan (the “Plan”). The Plan is effective as of [●], 2021 (the “Effective Date”), having been approved by the Board and the stockholders of the Company. Definitions of certain capitalized terms used in the Plan are contained in Section 2 of the Plan.

b. Purpose. The purpose of the Plan is to attract and retain Directors, Consultants, officers and other key Employees of the Company and its Subsidiaries and to provide such persons with incentives and rewards for superior performance.

c. Duration. No Award may be granted under the Plan on or after the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

d. Prior Plan. The Company’s 2018 Stock Incentive Plan (the “Prior Plan”) will terminate in its entirety effective on the Effective Date, provided that all outstanding awards under the Prior Plan as of the Effective Date shall remain outstanding and shall be administered and settled in accordance with their terms and the provisions of the Prior Plan.

2. Definitions. As used in the Plan, the following definitions shall apply.

a. “Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted or administered or in which Participants work or reside.

b. “Award” means the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share-Based Awards pursuant to the terms and conditions of the Plan.

c. “Award Agreement” means either: (i) an agreement, in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (ii) a statement, in written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant.

d. “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

e. “Board” means the Board of Directors of the Company.

f. “Change in Control” means (unless otherwise expressly provided in a particular Award Agreement, employment agreement, and/or severance agreement) any of the following:

(i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the then outstanding shares of common stock of the Company (the “Outstanding Common Shares”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; or (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company; or

(ii) Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or indirectly) in substantially the same proportions as their ownership of the Outstanding Common Shares immediately prior to such Business Combination, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the entity resulting from such Business Combination, except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Company’s Board of Directors at the time of the action of the Board was taken providing for such Business Combination.

For purposes of clarity, in no event will the public offering of Shares of the Company immediately following the Effective Date be considered a Change in Control.

g. “Code” means the Internal Revenue Code of 1986, as amended.

h. “Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “independent director” within the meaning of applicable rules of any securities exchange upon which Shares may then be listed.

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i. “Company” has the meaning given such term in Section 1(a) and any successor thereto.

j. “Consultant” means an independent contractor who (i) performs services for the Company or a Subsidiary in a capacity other than as an Employee or Director, and (ii) qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 Registration Statement.

k. “Date of Grant” means the date specified by the Committee on which the grant of an Award is to be effective. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.

l. “Director” means any individual who is a member of the Board and who is not an Employee.

m. “Effective Date” has the meaning given such term in Section 1(a).

n. “Employee” means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Laws.

o. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

p. “Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (i) the closing sale price per Share on that date as reported on the principal securities exchange on which Shares are then trading, if any, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (ii) if the Shares are not reported on a principal securities exchange or national market system, the average of the closing bid and asked prices last quoted on that date by an established quotation service for over-the-counter securities, unless the Board determines that such average price does not reflect the fair market value of a Share; or (iii) if neither (i) nor (ii) applies, (A) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (B) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

q. “Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the requirements of Section 422 of the Code.

r. “Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.

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s. “Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted in accordance with the terms and conditions set forth in Section 10.

t. “Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.

u. “Performance Objectives” means the performance objective or objectives established by the Committee with respect to an Award granted pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant, and may include, without limitation, the Performance Objectives listed in Section 13(a). The Performance Objectives may be made relative to the performance of a group of comparable companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors. Any Performance Objectives that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), if applicable, or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

v. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof.

w. “Plan” means this SQL Technologies Corp. 2021 Stock Incentive Plan, as amended from time to time.

x. “Prior Plan” has the meaning given such term in Section 1(d).

y. “Restricted Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 8 has expired.

z. “Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made pursuant to Section 9.

aa. “SEC” means the United States Securities and Exchange Commission.

bb. “Share” means a share of the Company’s common stock, no par value, or any security into which such Share may be changed by reason of any transaction or event of the type referred to in Section 15.

cc. “Stock Appreciation Right” means a right granted pursuant to Section 7.

dd. “Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.

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ee. “Subsidiary” means: (i) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of the Code; and (ii) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

ff. “Substitute Award” means an Award that is granted in assumption of, or in substitution or exchange for, an outstanding award previously granted by an entity acquired directly or indirectly by the Company or with which the Company directly or indirectly combines.

gg. “Ten Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

3. Shares Available Under the Plan.

a. Shares Available for Awards. The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be twenty million (20,000,000) Shares, all of which may be issued pursuant to Incentive Stock Options. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.

b. Share Counting. Except as provided in Section 3(c), the following Shares shall not count against, or shall be added back to, the Share limit in Section 3(a): (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or terminated without the issuance of such Shares; (ii) Shares covered by an Award that is settled only in cash; (iii) Shares subject to outstanding awards under the Prior Plan immediately prior to the Effective Date that on or after such date are forfeited, canceled, surrendered or terminated without the issuance of such Shares; and (iv) Substitute Awards (except as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares may then be listed). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c. Prohibition of Share Recycling. Notwithstanding the foregoing, the following Shares subject to an Award (or an award under the Prior Plan) shall not again be available for grant as described above, regardless of whether those Shares are actually issued or delivered to the Participant: (i) Shares tendered in payment of the exercise price of a Stock Option; (ii) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation with respect to an Award; and (iii) Shares that are repurchased by the Company with Stock Option proceeds. Without limiting the foregoing, with respect to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock Appreciation Right upon exercise.

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4. Administration of the Plan.

a. In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion, delegate to one or more directors or Employees any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.

b. Determinations. The Committee shall have no obligation to treat Participants or eligible Employees, Consultants or Directors uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Consultants or Directors who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Consultants or Directors are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, stockholders, Directors, Employees, Consultants, Participants and their estates and beneficiaries.

c. Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.

d. Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, and each employee and director to whom a delegation under Section 4(a) has been made, as to any acts or omissions with respect to the Plan or any Award to the maximum extent that the law and the Company’s By-Laws permit.

5. Eligibility and Participation. Each Employee, Director and Consultant is eligible to participate in the Plan, upon selection by the Committee. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Laws and the amount of each Award. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

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6. Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock Option.

b. Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Option (other than a Substitute Award) be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.

d. Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the Committee and set forth in the related Award Agreement, subject to the terms and conditions of the Plan. Such terms and conditions may include, without limitation, the satisfaction of (i) one or more Performance Objectives, and (ii) time-based vesting requirements.

e. Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate value (as determined by the Company) at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise or through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

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f. Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:

(i) Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(ii) To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.

(iii) No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless (x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.

(iv) If a Participant shall dispose of Shares acquired through exercise of an Incentive Stock Option within either (A) two (2) years after the date the Stock Option is granted or (B) one (1) year after the date the Stock Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company within seven (7) days of the date of such disqualifying disposition.

7. Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted with respect to the Shares underlying a Stock Appreciation Right.

b. Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right (other than a Substitute Award) be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.

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d. Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement, subject to the terms and conditions of the Plan. Such terms and conditions may include, without limitation, the satisfaction of (i) one or more Performance Objectives, and (ii) time-based vesting requirements.

e. Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

8. Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Share Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares subject to the terms and conditions of the Plan. Unless otherwise provided in the related Award Agreement or required by Applicable Laws, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions.

c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain any certificates representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

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d. Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, that any dividends with respect to unvested Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares (as determined by the Committee in its sole discretion and set forth in the applicable Award Agreement), subject to the same terms and conditions as the original Award (including service-based vesting conditions and any Performance Objectives) until such Award is earned and vested.

9. Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions or holding requirements.

c. Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

10. Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion, subject to the terms and conditions of the Plan. Other Share-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or performance-based units that are settled in Shares and/or cash.

a. Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Form of Settlement. Any Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

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11. Dividend Equivalents. Awards other than Stock Options and Stock Appreciation Rights may provide the Participant with dividend equivalents, payable on a contingent basis and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided, however, that any dividend equivalents with respect to any such unvested Award shall be accumulated or deemed reinvested in additional Restricted Share Units, subject to the same terms and conditions as the original Award (including service-based vesting conditions and the achievement of any Performance Objectives) until such Award is earned and vested. No dividend equivalents may be granted under the Plan with respect to the Shares underlying any Stock Option or Stock Appreciation Right.

12. Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section 12): (a) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted, modified or adjusted under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (b) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

13. Performance Objectives.

a. In General. As provided in the Plan, the vesting, exercisability and/or payment of any Award may be conditioned upon the achievement of one or more Performance Objectives. Any Performance Objectives shall be based on the achievement of one or more criteria selected by the Committee, in its discretion, which may include, but shall not be limited to, the following: return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Value of the Shares, net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Committee may, at the time of establishing the Performance Objective(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax regulations or laws, or (iv) the effect of a merger or acquisition. As determined by the Committee in its discretion, the calculation of any Performance Objective established for purposes of an Award may be made without regard to changes in accounting methods used by the Company or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Objective relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Objective is paid to the Participant.

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b. Establishment of Performance Objectives. With respect to any Award subject to Performance Objectives, the Committee shall establish in writing the Performance Objectives, the performance period, and any formula for computing the payout of the Award. Such terms and conditions shall be established in writing during the first ninety days of the applicable performance period (or by such other date as may be determined by the Committee, in its discretion).

c. Certification of Performance. Prior to payment, exercise or vesting of any Award subject to Performance Objectives, the Committee will certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award.

d. Adjustments. If the Committee determines that a change in the Company’s business, operations, corporate structure or capital structure, or in the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may, in its discretion and without the consent of any Participant, adjust such Performance Objectives or the related level of achievement, in whole or in part, as the Committee deems appropriate and equitable, including, without limitation, to exclude the effects of events that are unusual in nature or infrequent in occurrence (as determined in accordance with applicable financial accounting standards), cumulative effects of tax or accounting changes, discontinued operations, acquisitions, divestitures and material restructuring or asset impairment charges.

14. Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents payable with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

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15. Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the number and kind of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding Awards such alternative consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances, and may require in connection therewith the surrender of all Awards so replaced. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.

16. Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash.

17. Withholding Taxes. To the extent required by Applicable Laws, a Participant shall be required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of the exercise of a Stock Option or Stock Appreciation Right, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment, or recognize the transfer or disposition of any Shares, until such withholding tax obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a value (as determined by the Company) equal to the amount required to be withheld. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee. In no event will the value of the Shares to be withheld or tendered pursuant to this Section 17 to satisfy applicable withholding taxes exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions.

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18. Non-U.S. Participants. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may approve such sub-plans, supplements to or amendments, modifications, restatements or alternative versions of this Plan as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have Employees or Consultants.

19. Compensation Recovery Policy. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy that may be adopted or maintained by the Company from time to time, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the SEC or applicable securities exchange.

20. Change in Control. The Committee may, in its sole discretion and without the consent of any Participant, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, determine the treatment of any Award in the event of a Change in Control. Without limiting the foregoing, in the event of a Change in Control, the Committee may, in its sole discretion and without the consent of any Participant: (i) elect to accelerate, in whole or in part, the vesting of any Award, (ii) elect to make cash payments payable as a result of the acceleration of vesting of any Award, or (iii) elect to cancel any Options or Stock Appreciation Rights as of the date of the Change in Control in exchange for a cash payment equal to the excess (if any) of the Change in Control price of the Shares covered by the Award that is so cancelled over the purchase or grant price of such Shares under the Award, which amount may be zero if the Change in Control price of a Share on the date of the Change in Control does not exceed the exercise price per Share of the applicable Award.

21. Amendment, Modification and Termination.

a. In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no alteration or amendment that requires stockholder approval in order for the Plan to comply with any rule promulgated by the SEC or any securities exchange on which Shares may then be listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b. Adjustments to Outstanding Awards. The Committee may, in its sole discretion and without the consent of any Participant, at any time (i) provide that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare.

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c. Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the stockholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the stockholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without stockholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.

d. Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 13(d), 15, 20, 21(b) and 23(d), which specifically do not require the consent of Participants), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.

22. Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Florida, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

23. Miscellaneous.

a. Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee, in its discretion, may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. Any elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

b. No Right of Continued Service. The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. Awards granted under the Plan shall not be considered a part of any Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event shall any Award be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary or affiliate.

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c. Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

d. Severability. If any provision of the Plan or an Award Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

e. Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan.

f. Successors. All obligations of the Company under the Plan and with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.

[END OF DOCUMENT]

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EX-10.42

Exhibit 10.42

sql technologies Corp.

2021 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

Name of Participant:	[       ]
Date of Grant:	[       ]
Number of Option Shares:	[       ]
Option Price:	$[       ] per Share
Type of Option:	Nonqualified Stock Option (NSO or NQSO)
Right to Exercise:	On the Date of Grant, [       ] of the Option Shares (as defined below) will vest. From and after the Date of Grant, and so long as the Participant remains in continuous employment or other service with the Company or a Subsidiary, the balance of the Option Shares shall vest and become exercisable as follows, provided that the Option (as defined below) has not otherwise terminated or expired in accordance with the provisions of this Agreement (as defined below):

[       ]% on the Date of Grant
	(the “First Vesting”)
[       ]% on the one year anniversary of the Date of Grant
	(the “Second Vesting”)
[       ]% on the two year anniversary of the Date of Grant
	(the “Third Vesting”)

1 of 7 Nonqualified Stock Option Agreement

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.

sql technologies Corp.
NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the date of grant on the cover page hereof (the “Date of Grant”) by and between SQL Technologies Corp., a Florida corporation (the “Company”), and the recipient named on the cover page hereto (the “Participant”).

1. Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s 2021 Stock Incentive Plan (the “Plan”), the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”) hereby grants to the Participant as of the Date of Grant a stock option (the “Option”) to purchase the number of shares of the Company’s common stock, no par value (the “Common Stock”) shown on the cover page hereof (the “Option Shares”). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price per Option Share at which the Option Shares may be purchased pursuant to the Option shall be as set forth on the cover page hereof (the “Option Price”). This Option is not intended to be an “incentive stock option” within the meaning of that term under Section 422 of the Code.

2. Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with Section 6 of this Agreement, shall expire ten (10) years from the Date of Grant.

3. Right to Exercise. Subject to the expiration or earlier termination of the Option in accordance with its terms, the Option shall vest and become exercisable as set forth on the cover page hereof. To the extent the Option is vested and exercisable, it may be exercised in whole or in part. In no event shall the Participant be entitled to acquire a fraction of one Option Share pursuant to the Option. The Participant shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to him/her upon the complete and valid exercise of all or part of the Option and payment of the applicable Option Price therefor.

4. Option Transferability. Except as otherwise provided in this Section 4, the Option granted hereby shall be neither transferable nor assignable by the Participant except by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Participant, only by the Participant, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and court supervision. Notwithstanding the foregoing, the Option granted hereby may be transferred to a Permitted Transferee upon approval by the Committee. A “Permitted Transferee” shall mean (i) a parent, child, spouse or sibling of the Participant (a “Family Member”), (ii) a trust created solely for the benefit of the Participant or a Family Member, or (iii) a partnership, limited liability company or entity whose only partners or stockholders are the Participant and/or Family Members.

5. Notice of Exercise; Payment. To the extent then vested and exercisable, the Option may be exercised by written notice (on the form attached hereto as Attachment 1 or such other form acceptable to the Company) to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Participant may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock, (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock, or (c) any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, a cashless exercise that complies with all applicable laws. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per share of Common Stock, as determined by the Committee. As a further condition precedent to the exercise of the Option, the Participant shall execute any documents which the Committee shall, in its sole discretion, deem necessary or advisable.

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6. Termination of Agreement.

(a) This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, on the earlier of (i) three months after the Participant ceases to be an employee, director, advisor or consultant of the Company and its Subsidiaries for any reason, except as otherwise set forth in the Plan and (ii) ten (10) years from the Date of Grant. This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, ten (10) years from the Date of Grant.

(b) Notwithstanding the foregoing, in the event that the Participant’s employment or other service is terminated for cause (as determined by the Committee), this Agreement shall terminate at the time of such termination and the Participant shall forfeit all rights under this Agreement without further action or notice, including his or her rights with respect to any unvested portion of the Option and any portion of the Option vested but not yet exercised, notwithstanding any other provision of this Agreement.

(c) In the event of the termination of the Participant’s employment or service for any reason other than that set forth in Section 6(b) above, only the portion of the Option vested as of the date of such termination pursuant to Section 3 may be exercised. For the purposes of this Agreement, the continuous employment or other service of the Participant with the Company shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his or her employment among the Company and its Subsidiaries or a leave of absence of not more than thirty (30) days unless otherwise approved by the Committee. The Committee may, in its sole discretion, provide for the full or partial acceleration of vesting and exercisability of the Option in connection with the termination of Grantee’s employment or other service for any other reason prior to vesting.

7. Compliance with Law. Notwithstanding any other provision of this Agreement, the Option shall not vest or be exercisable if the exercise thereof would result in a violation of any applicable federal or state securities law.

8. Lock-Up Agreement. The Participant agrees that, if requested by the Company in connection with a public offering of shares of Common Stock or other securities of the Company, the Participant will not sell, offer for sale or otherwise dispose of the Option Shares for such period of time as is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options, shares of Common Stock or such other securities of the Company at such time are similarly bound.

9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

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10. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

12. Successors and Assigns. Without limiting Section 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.

13. Data Privacy. In order to administer the Plan, the Company may process personal data about the Participant. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about the Participant such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. The Participant hereby gives explicit consent to the Company to process any such personal data. The Participant also gives explicit consent to the Company to transfer any such personal data outside the country in which the Participant works or is employed, including, if the Participant is not a U.S. resident, to the United States, to transferees that shall include the Company and other persons who are designated by the Company to administer the Plan.

14. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents (including prospectus information) that the Company may elect to deliver in connection with this Agreement, the Option and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Chief Executive Officer of Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

15. No Fractional Shares. Fractional shares of Common Stock will be subject to rounding conventions adopted by the Company from time to time; provided, that in no event will the total shares of Common Stock issued pursuant to this Agreement and the Option exceed the total Option Shares granted under this award.

16. Taxes and Withholding. The Participant is responsible for any federal, state, local or other taxes with respect to the Option Shares. The Company does not guarantee any particular tax treatment or results in connection with the grant, vesting or exercise of the Option or the delivery of the Option Shares. To the extent the Company is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Option Shares under this Agreement, then the Participant shall be required to pay such required withholding to the Company, or make arrangements satisfactory to the Company regarding the payment of such amount. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant.

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17. Change in Control. In the event of a Change in Control (as defined in the Plan), any portion of the Option that has not vested shall immediately vest and shall be exercisable until the termination of this Agreement pursuant to Section 6 hereof.

18. Adjustments. The number and kind of Option Shares and the Option Price shall be subject to adjustment as provided in Section 15 of the Plan.

19. No Employment Contract. Nothing contained in this Agreement shall confer upon the Participant any right with respect to continuance of employment or other service by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate the employment or other service of the Participant or adjust the compensation of the Participant, in each case with or without cause.

20. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

21. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer, and any notice to the Participant shall be addressed to the Participant at his or her address, e-mail or fax number on file with the Company. Any written notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.

[SIGNATURES ON FOLLOWING PAGE]

5 of 7 Nonqualified Stock Option Agreement

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement, as of the day and year first above written.

PARTICIPANT:	COMPANY:
[       ]	SQL TECHNOLOGIES Corp.
Signature:	Signature:
Signature:	Name:
	Title:
Dated:	Dated:

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ATTACHMENT 1

FORM OF EXERCISE OF OPTION TO PURCHASE

SQL Technologies Corp.

Re: Stock Option Exercise Notice

I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of SQL Technologies Corp., Inc. (the “Company”) pursuant to the Company’s 2021 Stock Incentive Plan (the “Plan”) and my Nonqualified Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:
Number of Shares:
Exercise Price per Share:	$

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which have vested in accordance with the Option Agreement:

Total Shares Purchased:
Total Exercise Price (Total Shares X Exercise Price per Share)
	$

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by the Option Agreement:

Cash:	$
Check:	$
Tender of shares of Company common stock:	Contact Plan Administrator
Cashless Exercise (same-day sale):	Contact Plan Administrator

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. I enclose payment in full of my withholding taxes, if any, as follows: _______________________________________________________________________________________________

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EX-10.43

Exhibit 10.43

sql technologies Corp.

2021 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

Name of Participant:	[       ]
Date of Grant:	[       ]
Number of Option Shares:	[       ]
Option Price:	$[       ] per Share
Type of Option:	Incentive Stock Option (ISO)
Right to Exercise:	On the Date of Grant, [       ] of the Option Shares (as defined below) will vest. From and after the Date of Grant, and so long as the Participant remains in the continuous employment of the Company, the balance of the Option Shares shall vest and become exercisable as follows, provided that the Option (as defined below) has not otherwise terminated or expired in accordance with the provisions of this Agreement (as defined below):

[       ]% on the Date of Grant
	(the “First Vesting”)
[       ]% on the one year anniversary of the Date of Grant
	(the “Second Vesting”)
[       ]% on the two year anniversary of the Date of Grant
	(the “Third Vesting”)

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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.

sql technologies Corp.
INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the date of grant on the cover page hereof (the “Date of Grant”) by and between SQL Technologies Corp., a Florida corporation (the “Company”), and the recipient named on the cover page hereto (the “Participant”).

1. Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s 2021 Stock Incentive Plan (the “Plan”), the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”) hereby grants to the Participant as of the Date of Grant a stock option (the “Option”) to purchase the number of shares of the Company’s common stock, no par value (the “Common Stock”) shown on the cover page hereof (the “Option Shares”). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price per Option Share at which the Option Shares may be purchased pursuant to the Option shall be as set forth on the cover page hereof (the “Option Price”). This Option is intended to be an “incentive stock option” within the meaning of that term under Section 422 of the Code, then this Agreement shall be construed in a manner that will enable the Option to be so qualified.

2. Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with Section 6 of this Agreement, shall expire ten (10) years from the Date of Grant.

3. Right to Exercise. Subject to the expiration or earlier termination of the Option in accordance with its terms, the Option shall vest and become exercisable as set forth on the cover page hereof. To the extent the Option is vested and exercisable, it may be exercised in whole or in part. In no event shall the Participant be entitled to acquire a fraction of one Option Share pursuant to the Option. The Participant shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to him/her upon the complete and valid exercise of all or part of the Option and payment of the applicable Option Price therefor.

4. Option Nontransferable. The Option granted hereby shall be neither transferable nor assignable by the Participant except by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Participant, only by the Participant, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and court supervision.

5. Notice of Exercise; Payment. To the extent then vested and exercisable, the Option may be exercised by written notice (on the form attached hereto as Attachment 1 or such other form acceptable to the Company) to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Participant may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock, (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock, or (c) any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, a cashless exercise that complies with all applicable laws. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per share of Common Stock, as determined by the Committee. As a further condition precedent to the exercise of the Option, the Participant shall execute any documents which the Committee shall, in its sole discretion, deem necessary or advisable.

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6. Termination of Agreement.

(a) This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, on the earlier of (i) three months after the Participant ceases to be an employee, director, advisor or consultant of the Company and its Subsidiaries for any reason, except as otherwise set forth in the Plan and (ii) ten (10) years from the Date of Grant. This Agreement and the portion of the Option that has not yet vested shall be forfeited and terminate automatically, without further action or notice, ten (10) years from the Date of Grant.

(b) Notwithstanding the foregoing, in the event that the Participant’s employment or other service is terminated for cause (as determined by the Committee), this Agreement shall terminate at the time of such termination and the Participant shall forfeit all rights under this Agreement without further action or notice, including his or her rights with respect to any unvested portion of the Option and any portion of the Option vested but not yet exercised, notwithstanding any other provision of this Agreement.

(c) In the event of the termination of the Participant’s employment or service for any reason other than that set forth in Section 6(b) above, only the portion of the Option vested as of the date of such termination pursuant to Section 3 may be exercised. For the purposes of this Agreement, the continuous employment or other service of the Participant with the Company shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his or her employment among the Company and its Subsidiaries or a leave of absence of not more than thirty (30) days unless otherwise approved by the Committee. The Committee may, in its sole discretion, provide for the full or partial acceleration of vesting and exercisability of the Option in connection with the termination of Grantee’s employment for any other reason prior to vesting.

7. Compliance with Law. Notwithstanding any other provision of this Agreement, the Option shall not vest or be exercisable if the exercise thereof would result in a violation of any applicable federal or state securities law.

8. Lock-Up Agreement. The Participant agrees that, if requested by the Company in connection with a public offering of shares of Common Stock or other securities of the Company, the Participant will not sell, offer for sale or otherwise dispose of the Option Shares for such period of time as is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options, shares of Common Stock or such other securities of the Company at such time are similarly bound.

9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

10. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

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11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

12. Successors and Assigns. Without limiting Section 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.

13. Data Privacy. In order to administer the Plan, the Company may process personal data about the Participant. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about the Participant such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. The Participant hereby gives explicit consent to the Company to process any such personal data. The Participant also gives explicit consent to the Company to transfer any such personal data outside the country in which the Participant works or is employed, including, if the Participant is not a U.S. resident, to the United States, to transferees that shall include the Company and other persons who are designated by the Company to administer the Plan.

14. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents (including prospectus information) that the Company may elect to deliver in connection with this Agreement, the Option and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Chief Executive Officer of Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

15. No Fractional Shares. Fractional shares of Common Stock will be subject to rounding conventions adopted by the Company from time to time; provided, that in no event will the total shares of Common Stock issued pursuant to this Agreement and the Option exceed the total Option Shares granted under this award.

16. Taxes and Withholding. The Participant is responsible for any federal, state, local or other taxes with respect to the Option Shares. The Company does not guarantee any particular tax treatment or results in connection with the grant, vesting or exercise of the Option or the delivery of the Option Shares.

17. Change in Control. In the event of a Change in Control (as defined in the Plan), any portion of the Option that has not vested shall immediately vest and shall be exercisable until the termination of this Agreement pursuant to Section 6 hereof.

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18. Adjustments. The number and kind of Option Shares and the Option Price shall be subject to adjustment as provided in Section 15 of the Plan.

19. No Employment Contract. Nothing contained in this Agreement shall confer upon the Participant any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate the employment or adjust the compensation of the Participant, in each case with or without cause.

20. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

21. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer, and any notice to the Participant shall be addressed to the Participant at his or her address, e-mail or fax number on file with the Company. Any written notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.

[SIGNATURES ON FOLLOWING PAGE]

5 of 7 Incentive Stock Option Agreement

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate, as of the day and year first above written.

PARTICIPANT:	COMPANY:
[           ]	SQL TECHNOLOGIES Corp.
Signature:	Signature:
Signature:	Name:
	Title:
Dated:	Dated:

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ATTACHMENT 1

FORM OF EXERCISE OF OPTION TO PURCHASE

SQL Technologies Corp.

Re: Stock Option Exercise Notice

I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of SQL Technologies Corp., Inc. (the “Company”) pursuant to the Company’s 2021 Stock Incentive Plan (the “Plan”) and my Incentive Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:
Number of Shares:
Exercise Price per Share:	$

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which have vested in accordance with the Option Agreement:

Total Shares Purchased:
Total Exercise Price (Total Shares X Exercise Price per Share)
	$

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by the Option Agreement:

Cash:	$
Check:	$
Tender of shares of Company common stock:	Contact Plan Administrator
Cashless Exercise (same-day sale):	Contact Plan Administrator

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option.

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EX-10.44

Exhibit 10.44

SQL TECHNOLOGIES CORP.

RESTRICTED SHARES AWARD AGREEMENT

This Restricted Shares Award Agreement (the “Agreement”) is entered into between SQL Technologies Corp. (the “Company”) and the individual named below as the “Grantee”, effective as of the Date of Grant set forth below.

Grantee:

Date of Grant:

Number of Restricted Shares:	Restricted Shares
Vesting Date(s):	[             ]

1. Grant of Restricted Shares. The Company has granted to the Grantee, in accordance with the terms and conditions of the SQL Technologies Corp. 2021 Stock Incentive Plan (the “Plan”) and this Agreement, the number of Restricted Shares set forth above (the “Restricted Shares”), on the Date of Grant set forth above. Any stock certificate or uncertificated book-entry evidencing the Restricted Shares issued shall bear all legends determined by the Company necessary to effectuate the provisions of this Agreement and shall be held in custody by the Company. Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Restricted Shares under the Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. Effective until the Restricted Shares have become vested, Grantee hereby irrevocably constitutes and appoints the Chief Executive Officer of the Company as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution.

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

2. Vesting of Restricted Shares.

(a) [        ] of the Restricted Shares shall vest on each of the Vesting Dates set forth above (each, a “Vesting Date”), provided that Grantee shall have remained in continuous employment or other service with the Company or a Subsidiary (“Continuous Service”) through the applicable Vesting Date.

(b) Notwithstanding Section 2(a):

(i) Upon the occurrence of a Change in Control prior to a Vesting Date and during Grantee’s Continuous Service, any Restricted Shares that have not vested shall immediately vest; and

(ii) The Committee may, in its sole discretion, provide for the full or partial acceleration of vesting of the Restricted Shares in connection with the termination of Grantee’s Continuous Service for any other reason prior to a Vesting Date.

3. Forfeiture of Restricted Shares. The Restricted Shares (and any related accumulated dividends) that have not yet vested pursuant to Section 2(a) shall be forfeited automatically without further action or notice if Grantee’s Continuous Service with the Company or a Subsidiary terminates prior to a Vesting Date for any reason other than as provided pursuant to Section 2(b).

4. Voting and Dividends. Except as otherwise provided herein, from and after the Date of Grant, Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereon; provided, however, that (a) any cash dividend otherwise payable with respect to unvested Restricted Shares shall be accumulated and paid in cash (without interest) only at the time(s) that the underlying Restricted Shares become vested, subject to and conditioned upon Grantee’s Continuous Service until such time; and (b) any additional Shares of the Company or other securities that Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by the Agreement.

5. Restrictions on Transfer. The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the Plan, until the Restricted Shares have vested. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.

6. Lock-Up Agreement. Grantee agrees that, if requested by the Company in connection with a public offering of Shares or other securities of the Company, Grantee will not sell, offer for sale or otherwise dispose of any vested Restricted Shares for such period of time as is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options, Restricted Shares or such other securities of the Company at such time are similarly bound.

7. Tax Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the vesting of the Restricted Shares, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise vested with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions. Notwithstanding the foregoing, Grantee may elect, in accordance with procedures adopted by the Company from time to time, to either (i) pay or provide for payment of the required tax withholding, or (ii) have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee (including dividend payments pursuant to Section 4 of this Agreement); provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery or vesting of the Shares.

8. Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary.

2

9. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

10. Entire Agreement; Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.

11. Adjustments. The number and kind of Restricted Shares are subject to adjustment as provided in Section 15 of the Plan.

12. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Shares; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver or vest any Shares pursuant to this Agreement if the delivery or vesting thereof would result in a violation of any such law or listing requirement.

13. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the permitted successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.

14. Data Privacy. In order to administer the Plan, the Company may process personal data about Grantee. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about Grantee such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. Grantee hereby gives explicit consent to the Company to process any such personal data. Grantee also gives explicit consent to the Company to transfer any such personal data outside the country in which Grantee works or is employed, including, if Grantee is not a U.S. resident, to the United States, to transferees that shall include the Company and other persons who are designated by the Company to administer the Plan.

15. Electronic Delivery. Grantee hereby consents and agrees to electronic delivery of any documents (including prospectus information) that the Company may elect to deliver in connection with this Agreement, the Restricted Shares and any other award made or offered under the Plan. Grantee understands that, unless earlier revoked by Grantee by giving written notice to the Chief Executive Officer of Company, this consent shall be effective for the duration of the Agreement. Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

16. No Employment Contract. Nothing contained in this Agreement shall confer upon Grantee any right with respect to continuance of employment or other service by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate the employment or other service of Grantee, or adjust the compensation of Grantee, in each case with or without cause.

17. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

18. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer, and any notice to Grantee shall be addressed to Grantee at his or her address, e-mail or fax number on file with the Company. Any written notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.

[SIGNATURES ON FOLLOWING PAGE]

3

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has also executed this Agreement, as of the day and year first above written.

GRANTEE:	COMPANY:
[        ]	SQL TECHNOLOGIES Corp.
Signature:	Signature:
Signature:	Name:
	Title:
Dated:	Dated:

4

EX-10.45

Exhibit 10.45

EXECUTIVE CHAIRMAN AGREEMENT

The terms contained in this Executive Chairman Agreement (the “Chairman Agreement” or this “Agreement”), effective as of January 1, 2022, supersede and replace the terms contained in the Chairman Agreement, dated as of September 1, 2019, by and between SQL Technologies Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Rani Kohen (hereinafter referred to as the “Chairman” or “Executive”), as amended.

NOW, THEREFORE, the parties hereto agree as follows:

1. Engagement. The Company hereby agrees to engage Chairman, who currently serves as the Executive Chairman of the Board of Directors of the Company (the “Board of Directors”), as Executive Chairman of the Company, and Chairman hereby accepts such engagement in accordance with the terms of this Chairman Agreement.

2. Duties of Executive Chairman. The duties of Chairman shall include advising Company management and its Board of Directors concerning matters relating to the management and organization of the company, its business affairs, corporate and product development and other projects as agreed by the Board of Directors. Chairman shall perform all duties in a professional, ethical and businesslike manner. Chairman shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Chairman shall perform such duties principally from offices he maintains in Fort Lauderdale and Miami, Florida and Atlanta, Georgia, subject to such reasonable travel as may be required, and shall not be required to relocate his residence.

3. Compensation: Chairman will be paid compensation during this Chairman Agreement as follows:

a)

An annual fee of $300,000 (three hundred thousand dollars) commencing effective January 1, 2022, payable in installments according to the Company’s regular payroll schedule. The Board of Directors may, at its sole discretion, during the decision for which the Chairman as executive chairman will recuse himself from such discussions, award Chairman bonus compensation in addition to any cash or stock incentive compensation due to Chairman. In the event that the Company has a significant cash raise, the Company will increase Chairman’s annual cash compensation in good faith.

b)

For each year of this Agreement, Executive Chairman is hereby granted an option to purchase 340,000 shares of the Company’s common stock at a price of $12.00 per share (the “Compensation Options”), which shall vest at the end of each year of this Agreement; however, in the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets (the “M&A Transaction”), prior to January 1, 2024, Chairman’s Compensation Options shall vest immediately. Said Compensation Options will have a 5-year term and the Chairman will have the option of a cash-less exercise.

SQL Technologies Corp. – Executive Chairman Agreement Page 1 of 6

c) An annual incentive compensation of cash, stock and/or options equal to 0.5% of the Company’s annual Gross Revenue (as defined below). Said incentive options will have a 5-year term and the Chairman will have the option of a cash-less exercise.

Gross Revenue: Sales less any returns and discounts.

d)	A sign-on bonus of 5-year options to purchase 120,000 common stock shares of the company, at $12.00 per share (“Sign-On Bonus”), which shall vest in its entirety to Executive on January 1, 2023. In the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or a majority of its assets, all of the Sign-On Bonus shares shall vest immediately.
e)	A Supplemental Bonus in options, based on Company’s capitalization to purchase shares of the Company’s stock (the “Bonus Options”). The Company will grant Chairman Bonus Options to purchase 500,000 shares of the Company’s common stock at $6.00 per share upon the Company achieving each of the following market capitalization: $500,000,000; $1,000,000,000; $1,500,000,000; $2,000,000,000; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $7.00 per share upon the Company achieving each of the following market capitalization: $3,000,000,000; $4,000,000,000; $5,000,000,000; $6,000,000,000; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $8.00 per share upon the Company achieving each of the following market capitalization: $7,000,000,000; $8,000,000,000; $9,000,000,000; $10,000,000,000; Said bonus options of this Agreement as well as for all other Chairman’s agreements will have a 5-year term and the Chairman will have the option of a cash-less exercise. In the event that the Company achieves a $10 billion valuation, for each valuation increase of $1,000,000,000 for up to $30 billion in the Company’s valuation, the Executive Chairman will receive an option to purchase 500,000 shares at an exercise price of $12 per share. In the event that the Company exceeds a $30 billion valuation, the Company and Chairman will negotiate a mutually acceptable amendment to this Chairman Agreement.
f)	Pursuant to the previous Chairman Agreement entered into in September 2019, in addition to Section 3(e) above, the Company will grant to Chairman Bonus Options to purchase 500,000 shares of the Company’s common stock at $3.00 per share upon the Company achieving each of the following market capitalizations: $300,000,000; $500,000,000; and $750,000,000; Bonus Options to purchase 500,000 shares of the Company’s common stock at $4.00 per share upon the Company achieving each of the following market capitalizations: $1,000,000,000; $1,500,000,000; and $2,000,000,000; and Bonus Options to purchase 500,000 shares of the Company’s common stock at $5.00 per share upon the Company achieving each of the following market capitalizations: $2,500,000,000 and $3,000,000,000.

SQL Technologies Corp. – Executive Chairman Agreement Page 2 of 6

4. Benefits.

a)	Vacation. Executive shall be entitled to five weeks paid vacation days each year.
b)	Sick Leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.
c)	Medical and Group Life Insurance. In the event the Company offers such a plan, Company agrees to include Chairman, including Chairman’s immediate family, at the Chairman’s option, in a group medical and hospital insurance plan the Company may offer during this Chairman Agreement. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of engagement by the Chairman.
d)	Expense Reimbursement. Chairman shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Chairman in the performance of Chairman’s duties. Chairman will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.
e)	Vehicle Reimbursement. Chairman shall be entitled to a Car Allowance of $1,000 per month, which shall be paid periodically together with Chairman’s salary. The Chairman’s vehicle should be, above all, highly reliable, safe and secure for the user, while meeting some of the user’s personal preferences and needs.
f)	Other.

(i)	In the event Chairman invents additional new products and applications for the company, including products based on the existing intellectual property of the Company, Chairman will be entitled to additional compensation that will be determined by the Company’s board of directors in good faith and fair value.
(ii)	The Company shall reimburse Chairman for the cost of a cellular phone.
(iii)	In the event this Agreement is terminated, all stock and options owed to Chairman will vest immediately.
(iv)	The cash compensation may be enhanced upon in the near future upon Board of Directors approval.

5. Initial Term. The Initial Term of this Chairman Agreement shall commence effective January 1, 2022 and it shall continue in effect for a period of three (3) years. Thereafter, the Chairman Agreement shall be renewed automatically agreement of Chairman and Company unless decided otherwise by the Board of Directors or the Chairman.

SQL Technologies Corp. – Executive Chairman Agreement Page 3 of 6

6. Termination

a)	The Company may terminate Chairman for cause. Cause shall be defined as:
	(i)	An act of fraud, embezzlement or theft;
	(ii)	A material violation of this Chairman Agreement by Chairman, which is not cured within 60 days after written notice thereof
	(iii)	Chairman’s death, disability or incapacity.
b)	This Chairman Agreement is an employment agreement and nothing in the Company’s policies, actions, or this document shall be construed to alter the nature of Executive’s status with the Company, and Chairman understands that the Company may terminate Executive’s employment at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law. If, however, Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive’s monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash equal to the remaining six months base compensation of the Initial Term at the time of termination). In addition, if Executive is terminated without cause, Executive’s Sign-on Bonus shares shall immediately vest and Executive’s Compensation Shares shall vest on a pro rata basis with the number of days from the first date of the Term through the last date of employment as the numerator and the number of days from the first date of employment to August 31, 2019 as the denominator. In the event of such termination, Executive shall be entitled to any due and unpaid Incentive Compensation then in effect.
c)	This Chairman Agreement and Chairman’s engagement may be terminated by the Company’s Board of Directors unanimously at its discretion at any time after the Initial Term, provided that in such case, Chairman shall be fully paid for all incentives and will be entitled for a compensation for any and all of his invented products.
d)	This Chairman Agreement may be terminated by Chairman at Chairman’s discretion by providing at least ninety (90) days prior written notice to Company. In the event of termination by Chairman pursuant to this subsection, Company may immediately relieve Chairman of all duties and immediately terminate this Chairman Agreement, provided that Company shall pay Chairman at the then applicable annual fee rate to the termination date included in Chairman’s original termination notice.

SQL Technologies Corp. – Executive Chairman Agreement Page 4 of 6

e)

In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Chairman Agreement shall not be terminated and the Company will ensure that the transferee or surviving company is bound by the provisions of this Chairman Agreement and all shares grants and any other compensations shall vest and paid immediately.

f)

In the event of Chairman’s employment is terminated by reason of Executive’s death, the Company shall (i) pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death, in a lump sum in cash twelve (12) months of Executive’s Base Salary or Executive’s Base Salary through the remainder of the year in which Executive’s death occurs, whichever is more, and (ii) any and all Annual Stock Compensation, Incentive Compensation, Sign-On Bonus and Supplemental Bonus as described in Section 3 b), c), d) and e), due Chairman shall be bequeathed to Executive’s designated beneficiary or beneficiaries.

7. Notices. Any notice required by this Chairman Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

SQL Technologies Corp.

11030 Jones Bridge Road, Suite 206

Johns Creek, Georgia 30022

If to Chairman:

Rani Kohen

[*]

[*]

8. Governing Law. This Chairman Agreement shall be construed and enforced in accordance with the laws of the state of Florida

9. Headings. Headings used in this Chairman Agreement are provided for convenience only and shall not be used to construe meaning or intent.

10. No Assignment. Neither this Chairman Agreement nor any or interest in this Chairman Agreement may be assigned by Chairman without the prior express written approval of Company, which may be withheld by Company at Company’s absolute discretion.

11. Severability. If any term of this Chairman Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Chairman Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Arbitration. The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Chairman Agreement. Any controversy claims or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

***** Signature Page Follows *****

SQL Technologies Corp. – Executive Chairman Agreement Page 5 of 6

IN WITNESS WHEREOF, the parties hereto have executed this Chairman Agreement effective as of January 1, 2022.

SQL TECHNOLOGIES CORP.

/s/ John P. Campi

John P. Campi, President & CEO

EXECUTIVE CHAIRMAN

/s/ Rani Kohen

Rani Kohen

SQL Technologies Corp. – Executive Chairman Agreement Page 6 of 6

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES

SQL Technologies Corp. has the following subsidiaries:

Subsidiary Name	Jurisdiction of Formation	Percentage of Ownership
SQL Lighting & Fans LLC	Florida		98.8	%
Sky Technology LLC	Florida		100	%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated December 22, 2021 of SQL Technologies Corp. relating to our audit of the financial statements, as of December 31, 2020 and 2019, and for the periods then ended, and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 22, 2021

EX-99.1

Exhibit 99.1

SQL TECHNOLOGIES CORP.

CONSENT TO BE NAMED AS A DIRECTOR

In connection with the filing by SQL Technologies Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of SQL Technologies Corp., with such appointment to be effective immediately upon the effectiveness of the Registration Statement.

I also consent to the filing of this consent as an exhibit to such Registration Statement and any and all amendments thereto.

Dated: December 14, 2021
	By:	/s/ Gary Neal Golden
	Name:	Gary Neal Golden

EX-99.2

Exhibit 99.2

SQL TECHNOLOGIES CORP.

CONSENT TO BE NAMED AS A DIRECTOR

In connection with the filing by SQL Technologies Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of SQL Technologies Corp., with such appointment to be effective immediately upon the effectiveness of the Registration Statement.

I also consent to the filing of this consent as an exhibit to such Registration Statement and any and all amendments thereto.

Dated: December 16, 2021

By:	/s/ Efrat Greenstein Brayer
Name:	Efrat Greenstein Brayer

EX-99.3

Exhibit 99.3

SQL TECHNOLOGIES CORP.

CONSENT TO BE NAMED AS A DIRECTOR

In connection with the filing by SQL Technologies Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of SQL Technologies Corp., with such appointment to be effective immediately upon the effectiveness of the Registration Statement.

I also consent to the filing of this consent as an exhibit to such Registration Statement and any and all amendments thereto.

Dated: 12-17, 2021
	By:	/s/ Nancy DiMattia
	Name:	Nancy DiMattia