Exhibit 10.1


 


AGREEMENT AND WAIVER


 


THIS AGREEMENT
AND WAIVER (this “Agreement”), dated as of December 10, 2014, is made by and between Safety Quick Lighting &
Fans Corp., a Florida corporation (the “Company”) and the undersigned holder of the Note (as hereinafter defined)
(“Investor”, and together with the Company, the “Parties”, and each, a “Party”).


RECITALS


 


WHEREAS, on November 26, 2013, the Company
issued to Investor that certain Secured Convertible Promissory Note in the principal amount as specified therein (the “Note”);


 


WHEREAS, the Note was issued in connection
with the Company’s offering of up to $3,000,000 in secured convertible notes and warrants to purchase shares of the Company’s
common stock, which closed on November 26, 2013 (the “2013 Offering”);


 


WHEREAS,
pursuant to the 2013 Offering, the Investor and the Company entered into the Note, Common Stock Purchase Warrant, Note Subscription
Agreement, Security Purchase Agreement, and Registration Rights Agreement (collectively, the “2013 Offering Documents”);


WHEREAS, pursuant to Section 1 and Section
6(i) of the Note, the Company is required to pay Investor all interest accrued under the Note on the one year anniversary of the
date funds were received from Investor (the “First Interest Payment”), and quarterly thereafter (each, a “Quarterly
Payment”), with each such payment being due by 1:00 p.m. New York time on the date that such payment becomes due (each such
date, a “Due Date”);


 


WHEREAS, if the First Interest Payment is
not paid under the Note by the Due Date, the interest rate of the Note shall increase by 2% above the current interest rate and
shall increase by 2% each thirty (30) day period thereafter until the First Interest Payment is made (the “Penalty Interest”);


 


WHEREAS,
the Company has not made the First Interest Payment to Investor (the “Late Payment”);


WHEREAS, the Company has requested that Investor
waive the requirements of Section 6(i) to pay the First Interest Payment on the Due Date, and to agree to amend the provision
to extend the Due Date and the accrual of Penalty Interest to ninety (90) days following the first anniversary of the Issuance
Date of the Note;


 


WHEREAS, the Company has requested that Investor
waive and agree that the Late Payment shall not be deemed an Event of Default under Section 8 of the Note; and


 


WHEREAS,
pursuant to Section 13 of the Note, the waivers and amendments requested by the Company must also be consented to in writing by
the holders of a majority of the currently outstanding principal amount of all Notes issued pursuant to the 2013 Offering.


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


	1.		Definitions.
                                         Capitalized terms used and not defined in this Agreement have the respective meanings
                                         assigned to them in the Note.



	2.		Waiver and Amendment
                                         of Section 6(i) of the Note. Upon Effectiveness (as hereinafter defined), the Company’s
                                         obligation to make the First Interest Payment on the Due Date, as provided under Section
                                         6(i) of the Note, is hereby waived, and for the purposes of the First Interest Payment
                                         and the first Quarterly Payment, the parties hereby agree that the Due Date shall be
                                         extended by amendment of the Note to ninety (90) days following the first anniversary
                                         of the Issuance Date of the Note (the “Extended Due Date”) and that the accrual
                                         of Penalty Interest for such payments shall begin as of the Extended Due Date, with each
                                         subsequent Quarterly Payment to continue quarterly thereafter.




    	 	 	 



    	 



    
	3.		Extension Penalty. The Company shall pay an additional twelve percent (12%)
on all interest due under the First Interest Payment (the “Extension Penalty”). The Extension Penalty shall be payable,
upon Investor’s election, in cash on the Extended Due Date or in shares of the Company’s common stock at a conversion
price of twenty-five cents ($0.25) per share, issuable within thirty (30) days of the Extended Due Date. If the Company does not
receive notice from Investor in writing at least fifteen (15) days prior to the Extended Due Date of its election to receive the
Extension Penalty in cash, the Extension Penalty shall be payable in shares as set forth in this Section 3.



	4.		Waiver of Default. Upon Effectiveness, Investor hereby agrees that the Late
Payment, or any failure by the Company to make a payment of interest or penalties as of the date hereof and through the Extended
Due Date as provided in this Agreement or under the Note, shall not be deemed an “Event of Default” pursuant to Section
8 of the Note or any of the 2013 Offering Documents.



	5.		Consent. For purposes of satisfying Section 13 of the Note, the undersigned
Investor hereby consents to the amendments and waivers as provided in this Agreement and further consents to the amendments and
waivers associated with all other Notes issued in the 2013 Offering, on the same terms and conditions as provided in this Agreement.



	6.		Effectiveness of Waiver. This Agreement shall only become effective upon receipt
of the consents, as set forth in Section 13 of the Note and Section 5 hereof, from the holders of a majority of the currently
outstanding principal amount of Notes issued in the 2013 Offering (“Effectiveness”).



	7.		Limited Effect; No Modifications. The waivers and amendment set forth above
shall be limited precisely as written and relate solely to the provisions of Sections 6(i) and Section 8 of the Note in the manner
and to the extent described above, and nothing in this Agreement shall be deemed to constitute a waiver of compliance by either
Party with respect to any other term, provision or condition of the Note or any of the 2013 Offering Documents or any other document
or instrument issued to Investor pursuant to the 2013 Offering. Except as set forth herein, nothing contained in this Agreement
will be deemed or construed to amend, supplement or modify the Note or otherwise affect the rights and obligations of any Party
thereto, all of which remain in full force and effect.



	8.		Miscellaneous.
	 	 	(a)
This Agreement 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.
	 	 	(b) This Agreement shall inure to the benefit of and be binding upon each of the Parties and
                                                        each of their respective permitted successors and permitted assigns.
	 	 	(c) The headings in this Agreement are for reference only and do not affect the
                                                        interpretation of this Agreement.
	 	 	(d) This Agreement may be executed in counterparts, each of which is deemed an original, but
                                                        all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or
                                                        by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
	 	 	(e) This Agreement constitutes the sole and entire agreement of the Parties with respect to
                                                        the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations
                                                        and warranties, both written and oral, with respect to such subject matter.



[Signatures
on following page]




    	 



    	 



    

IN WITNESS WHEREOF, the Parties have
executed this Agreement as of the date first written above.


 


THE COMPANY:


SAFETY QUICK LIGHTING & FANS CORP.


 


By:


John P. Campi


Chief Executive Officer


 


INVESTOR:


 


(entity name,
if applicable)


 


By:


Print Name:


Title: