Form of February 2016 Forbearance Agreement

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this “Agreement”), dated effective as of February 25, 2016, 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) (the “Investor”, and together with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, on November 26, 2013, the Company issued to the Investor that certain Secured Convertible Promissory Note in the principal amount as specified therein (the “Note”) pursuant to the terms and conditions of that certain Note Subscription Agreement, Registration Rights Agreement and Security Purchase Agreement, each dated November 26, 2013 (collectively, the “Offering Documents”);

WHEREAS, pursuant to Section 2 of the Note, the Maturity Date of the Note is twenty-four months from the Issuance Date, or November 26, 2015;

WHEREAS, under the Note, the Investor can elect to convert the balance of principal and unpaid interest into shares of the Company’s common stock as provided in the Note or to receive repayment in cash upon the Maturity Date, (collectively, the “Investor’s Election”);

WHEREAS, pursuant to Section 8(i) of the Note, failure to make payment in full following the Maturity Date upon the Investor’s tender of the Note will constitute an Event of Default;

WHEREAS, pursuant to Section 1 of the Note, if any Event of Default has occurred and is continuing, the interest rate under the Note will increase two percent (2%) above the current interest rate, and will continue to increase two percent (2%) above the then effective interest rate after every thirty (30) day period thereafter in which the Company remains in default of its obligation to pay principal and interest (“Penalty Interest”);

WHEREAS, effective November 25, 2015, by that certain Forbearance Agreement, the Company offered to the Investor, and all similarly situated investors, an additional three (3) months from the Maturity Date to determine whether to convert the Note or seek repayment thereof by extending the Investor’s Election, during which time interest under the Note continued to accrue, and the investors agreed to forbear their rights in connection with declaring any Event of Default under the Note, and demanding any Penalty Interest (the “Original Forbearance”), with such forbearance period ending on February 26, 2016 (the “First Forbearance End Date”); and

WHEREAS, the Company has offered to provide to the Investor an additional three (3) months following the First Forbearance End Date to determine whether to convert the Note or seek repayment thereof (the “Forbearance”);

WHEREAS, the Investor has indicated its willingness to accept the Forbearance and thereby is willing to forbear its rights in connection with declaring any Event of Default under the Note, and demanding any Penalty Interest, for three (3) additional months, until May 26, 2016 (the “Forbearance Date”); and

WHEREAS, subject to the terms and conditions of this Agreement, the Investor has agreed to the Forbearance set forth herein.

NOW, THEREFORE, in consideration of the promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

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