EXHIBIT 10.8


	
        



 


 


 


 


 


SAFETY QUICK LIGHTING & FANS CORP.


 


STOCKHOLDER VOTING AGREEMENT


 


 


This Stockholder Voting Agreement, dated as
of _________________, 2013 (this "Agreement"), is by and among Safety Quick Lighting & Fans Corp., a Florida corporation
with offices at 3245 Peachtree Parkway, Suite D310 Suwanee, GA 30024 (the "Company"),
and _______________, a shareholder of the Company, having an address at__________________________, hereinafter referred to as the
“SQL Investor”). The Company and the SQL Investor are sometimes referred to hereinafter as the “Parties.”


 


RECITALS


 


WHEREAS,
the SQL Investor owns of record shares of the Company’s common stock, no par value (the “SQL Shares”); and


 


WHEREAS,
the SQL Investor desires to enter into this Agreement pursuant to which the SQL Investor agrees to vote all of his Company shares
together, for the election or removal of directors (“SQL Directors), if any such event should occur, whether at a meeting
of the Company’s stockholders or any adjournment thereof, or in connection with any written consent of the Company's stockholders
in lieu of a meeting (“Consent”), to be effective upon the Effective Date; and


 


WHEREAS, Rani Kohen,
James Hills, Phillip Peter, Governor Thomas Ridge Robert Nardelli, Dov Shiff and Joseph M Zappulla
are directors of the Company; and


 


WHEREAS, the Company
intends to raise capital through the sale of debentures (the “Debentures”), and in connection with the consummation
thereof the SQL Investor agrees to provide for the future voting of his shares of the Company’s common stock as follows:


 


SECTION
1.      VOTING OF SQL SHARES.


 


1.1. Agreement
on Voting of SQL Shares; Voting for Members and Vacancies. The SQL Investor agrees that during the term of this Agreement
he shall vote in consonance, or cause to be voted in consonance, all of the SQL Shares owned by such SQL Investor, or over which
such SQL Investor has voting control from time to time and at all times, to vote or consent, as the case may be, in consonance
with the majority of the SQL Directors for the election of the SQL Directors during the term of this Agreement, unless any such
SQL Director determines not to run for re-election, regardless if any such vote is to be given at an annual or special meeting
of the Company’s stockholders (the “Meeting”) (as defined in Article 2 Sections 1 and 2 of the Company’s
By-Laws) or upon Consent of the Company’s stockholders in lieu of a Meeting (as defined in Article 2 Section 7 of the Company’s
By-Laws). Further, in the event that there is a vacancy in the Board of Directors (the “Board”), or the Company determines
to increase the size of the Board (which increase is consented to by the SQL Investor as provided herein), then, notwithstanding
anything contained in Article III Section 4 of the Company’s Bylaws or the Company’s Articles of Incorporation to
the contrary, the SQL Investor shall vote in consonance with the majority of the SQL Directors for a new candidate or candidates
to fill any vacancy or vacancies or to appoint a new member or members to the Board.



    	 



    	 



    




 


1.2. Number
of Directors. The Company hereby agrees that during the term of this Agreement, the Board shall not consist of more than seven
directors unless holders of a majority of the Shares consent to such increase. The SQL Investor shall be under no obligation hereunder
to consent to such increase.


 


1.3. Removal
of Directors. Notwithstanding anything contained in the Company’s Articles of Incorporation and Bylaws to the contrary,
during the term of this Agreement, SQL Directors may be removed at any time with or without cause. Except as provided below, the
SQL Investor hereby agrees to vote in consonance with the recommendation of a majority of the SQL Directors in connection with
such removal. Notwithstanding anything contained herein to the contrary, the SQL Investor shall not be required to vote for the
removal of Rani Kohen as a director or as Chairman of the Board.


 


1.4.
 Deadlock.In the event of a deadlock among the SQL Directors,
then the SQL Investor shall not be under any restrictions with respect to the voting of the Shares.


 


SECTION 2.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The Company hereby represents and warrants
to the SQL Investors as follows:


 


2.1. Due
Authority. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder
and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered and has been duly authorized
by all necessary corporate action and executed by a duly authorized executive officer of the Company, and constitutes a legal,
valid and binding obligation of the Company, enforceable in accordance with its terms.


 


2.2. No Conflict; Consents.


 


(a)          The
execution and delivery of this Agreement by the Company does not, and the performance of each of its obligations under this Agreement
and the compliance by the Company with the provisions hereof do not and will not, conflict with or violate any law, statute, rule,
regulation, order, writ, judgment or decree applicable to the Company.


 


(b)          The
execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not,
require any consent, approval, authorization or permit of, or filing with, or notification to, any government or regulatory authority.


 


SECTION
3.        REPRESENTATIONS AND WARRANTIES OF THE SQL INVESTOR.


 


The SQL Investor hereby represents and warrants
to the Company as follows:


 


3.1. Due
Authority. The SQL Investor has full power and authority to execute and deliver this Agreement and to perform any of its obligations
hereunder. This Agreement has been duly executed and delivered by or on behalf of the SQL Investor and, constitutes a legal, valid
and binding obligation of the SQL Investor, enforceable against it in accordance with its terms.


 


3.2. No
Conflict; Consents.


 


(a)          The
execution and delivery of this Agreement does not, and the performance by the SQL Investor of its obligations under this Agreement
and its compliance with any provisions hereof do not and will not, (i) conflict with or violate any law, statute, rule, regulation,
order, writ, judgment or decree applicable to the SQL Investor, or (ii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the SQL Investor is a party or by which it is bound.


 


(b)          The
execution and delivery of this Agreement by the SQL Investor does not, and the performance of this Agreement by the SQL Investor
will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory
authority by the SQL Investor.



    	 



    	 



    




 


(c)          No
other person or entity has any right, directly or indirectly, to vote or control or affect the voting of the SQL Shares.


 


SECTION
4.       COVENANTS OF
THE COMPANY.


 


The Company agrees to use its best efforts,
within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties
hereto enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts
to cause the nomination and election of the directors as provided in this Agreement.


 


SECTION
5.      TERMINATION.


 


This Agreement shall terminate upon the earlier
of (i) two years after the Effective Date or (ii) the payment of the Debentures.


 


SECTION
6.       MISCELLANEOUS.


 


6.1. Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.  


6.2. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


6.3. Amendments.
This Agreement shall not be subject to modification or amendment in any respect, except by an instrument in writing signed by each
of the Parties hereto.


 


6.4. Governing
Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Florida in all respects
as such laws are applied to agreements among Florida residents entered into and performed entirely within Florida, without giving
effect to conflict of law principles thereof. The parties agree that any action brought by either party under or in relation to
this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and
each party agrees to and does hereby submit to the jurisdiction and venue in Broward County, State of Florida


 6.5. Specific
Performance. The Parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement and
that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or
such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof and, to the
extent permitted by applicable law, each party waives any objection to the imposition of such relief in appropriate circumstances.


 


6.6Transfers
and Legends. Each transferee
or assignee of any SQL Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition
precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to
each of the terms of this Agreement by executing and delivering an adoption agreement (the “Adoption Agreement”) to
be provided by the Company. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall
be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the
signature pages of this Agreement. The Company shall not permit the transfer of the SQL Shares subject to this Agreement on its
books or issue a new certificate representing any such SQL Shares unless and until such transferee shall have complied with the
terms of this Section 6.6. Each certificate representing the Shares subject to this Agreement if issued on or after the date of
this Agreement shall be endorsed by the Company with the legend set forth below:



    	 



    	 



    




“THE SHARES
EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN
REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE
TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP
SET FORTH THEREIN.”


6.7. Notices.
All notices, demands or other communications desired or required to be given by any party to any other party hereto shall be in
writing and shall be deemed effectively given upon (a) personal delivery to the party to be notified, (b) upon confirmation of
receipt of telecopy or other electronic facsimile transmission, (c) one (1) business day after deposit with a reputable overnight
courier, prepaid for priority overnight delivery and addressed as set forth in (d), or (d) five days after deposit with the Postal
Service, postage prepaid, and addressed as first set forth above. Notwithstanding the foregoing, each party may designate such
other addresses and facsimile numbers to each of the parties as any party shall have designated to the other parties by notice
given in the foregoing manner.


 


6.8. Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if such provisions were so excluded and shall be
enforceable in accordance with its terms.


  


6.9. Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements with respect to the subject matter hereof.


 


6.10 Manner
of Voting. The voting of SQL Shares pursuant to this Agreement may be effected in person, by proxy, by written
consent or in any other manner permitted by applicable law.


 


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


 


 


SAFETY QUICK LIGHTING & FANS CORP.


 


 


	By:		
	
         

        Name: Rani Kohen
	
	Title: Chairman	
	
         

         

        By:
		
	
         

        Name: James R. Hills
	
	Title: Chief Executive Officer	
		
         

         
	
	
         

        SQL INVESTOR

         
	
			
	By:		
	
         

        Name: