Exhibit 10.1

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

between

GE TECHNOLOGY DEVELOPMENT, INC.

and

SKYX PLATFORMS CORP.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into on December 1, 2023 (“Effective Date”) by GE Technology Development, Inc., a subsidiary of the General Electric Company and a corporation organized under Delaware State law, (“Company” or “GE”), and by SKYX Platforms Corp., a corporation organized under Florida State law (“SKYX” and, together with the Company, “Parties”).

WHEREAS, SKYX owns valuable technology and Intellectual Property (as defined below) in connection with 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 and new markets; and

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:

Should the International Chamber of Commerce or one or more arbitrators determine that a dispute is not arbitrable, the Parties shall and do hereby consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, U.S.A.

Remainder of page left intentionally blank; signature page follows.

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.

EXHIBIT A

STATEMENT OF WORK

This Exhibit A is effective as of November __, 2023 (“Exhibit A Effective Date”) and is made a part of the Master Services Agreement (“Agreement”) between GE Technology Develoment, Inc. (acting by and through its GE Licensing business unit) and SKYX Platforms Corp., having an effective date of November __, 2023.

Name:

Phone:

E-Mail:

Name:

Phone:

E-Mail:

IN WITNESS WHEREOF, the Parties have executed this SOW, effective as of the Exhibit A Effective Date.

SKYX Platforms Corp.
SQL Lighting & Fans, LLC

John Campi, Co-CEO

11030 Jones Bridge Road

Johns Creek, GA 30022

Suite 206

VIA EMAIL

November 28, 2023

Dear John,

This letter serves to memorialize the discussions and mutual agreement between GE Trademark Licensing, Inc. (“GE”) and SQL Lighting & Fans, LLC (“SQL”) related to the repayment plan for SQL’s overdue and outstanding royalties owed under Section 3.3 of the Trademark License Agreement and the subsequent amendments between GE and SQL (together, “TMLA”). SQL is a wholly-owned subsidiary of SKYX Platforms Corp. (“SKYX”). SQL and SKYX acknowledge and agree that, as a result of the survival provisions set forth in Section 20.14 of the TMLA, such royalties remain due and owing following the mutual agreement between GE and SQL not to renew the TMLA.

In advance of the non-renewal of the TMLA by the parties on November 30, 2023, both parties have agreed to a revised royalty payment obligation for SQL. The revised royalty payment obligation set forth below amends and supersedes the letter agreement between the parties, dated December 1, 2020. Under this new payment arrangement, SQL’s revised royalty payment obligation is $2.7M in the aggregate (the “Royalty Payment”). GE is willing to offer the following terms to restructure and repay the amounts owed under the TMLA, subject to SQL’s quarterly payments (“Restructure Payments”) as follows:

The Restructure Payments listed above shall be received by GE not later than the applicable due date. SQL shall make the Restructure Payments listed above by wire transfer of immediately available funds to the bank account designated by GE from time to time.

SKYX/SQL represents that it has no inventory other than discontinued accessories under its possession or control that contains the GE word or Monogram, or any trademark owned or associated with General Electric Company. By December 15, 2023, SKYX/SQL must provide a complete list of all GE branded inventory to GE. As a condition of its initial payment term, SKYX/SQL must confirm in writing to GE by March 15, 2024, that it has either destroyed any inventory containing the GE mark or removed the GE mark from such inventory. Failure to offer GE such confirmation shall be deemed an untimely payment and trigger the remedies and obligations set forth below. For clarity, GE retains its inspection rights per section 9.3 of the TMLA agreement.

In addition to these payments, SKYX shall issue to GE a $1,000,000 convertible note (the “Note”) payable to GE on December 15, 2026, with terms and conditions mutually agreed upon by both parties.

If SKYX fails to issue the Note for any reason or no reason at all (including if the parties fail to agree on terms and conditions) by December 28, 2023, then in place of such Note, SKYX shall make the following additional quarterly payments (“Additional Payments”):

SKYX shall make the Additional Payments listed above by wire transfer of immediately available funds to the bank account designated by GE from time to time.

If SQL fails to make timely Restructure Payments or there is an event of default on the Note (or if SKYX fails to make timely Additional Payments if such Additional Payments were due in place of a Note as set forth above), GE shall have the right to send notice to SQL and SKYX to demand payment of the past due amount under this agreement plus the sum of all remaining payment amounts due under this agreement. SKYX and/or SQL shall make payment of the applicable amount subject to such demand notice by not later than 30 calendar days following SQL’s receipt of such demand notice. This right of GE to accelerate the amounts due under this agreement including the Note or the Additional Payments, as the case may be, does not exclude or limit any other remedies and obligations set forth in Section 20.14 of the TMLA, all of which survive the termination of the TMLA.

Each of SKYX and SQL represent and warrant that this agreement is duly authorized, this agreement is a binding agreement enforceable in accordance with its terms, and the performance of this agreement does not conflict with any agreement to which SKYX or SQL are a party or by which SKYX or SQL is bound.

Please reach out to me should you have any questions regarding the above items. If this repayment plan is acceptable to SKYX and SQL, please provide your written approval by signing below and sending via return email.

Best regards,

Agreed to:

SKYX Platforms Corp.

SQL Lighting & Fans, LLC