REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
APPLIED UV, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
Network 1 Financial Securities, Inc. As Co-Underwriter and Representative of the several Underwriters named in Schedule I hereto The Galleria, Penthouse 2 Bridge Avenue, Building 2 Red Bank, NJ 07701 Dawson James Securities, Inc. As Co-Underwriter 1 North Federal Highway, Suite 500 Boca Raton, FL 33432
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2024, between Applied UV, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
Underwriting AgreementUnderwriting Agreement • November 17th, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
The undersigned, Applied UV, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 13th, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June [*], 2023, is between APPLIED UV, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC (the “Warrant Agent”).
APPLIED UV, INC. Up to US$9,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 1st, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
Applied UV, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to US$9,000,000 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.
Securities Purchase AgreementSecurities Purchase Agreement • January 31st, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of January 25, 2023, is entered into by and between Applied UV, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
2,666,667 SHARES OF COMMON STOCK OF APPLIED UV, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
The undersigned, Applied UV, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Applied UV, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF UNDERWRITER COMMON STOCK PURCHASE WARRANT] UNDERWRITER COMMON STOCK PURCHASE WARRANT applied uv, inc.Underwriter Common Stock Purchase Warrant • November 3rd, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 ___________20201 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on ________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Applied UV, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement dated as of ______, by and between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”).
Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial InformationAsset Purchase Agreement • November 12th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment
On February 8, 2021, Applied UV, Inc. (the “Company”) completed an Asset Purchase Agreement (“the Akida Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which the Company purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida.
Business Loan and Security Agreement March 10th, 2024Business Loan and Security Agreement • March 15th, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This Business Loan and Security Agreement Supplement is part of (and incorporated by reference into) the Business Loan and Security Agreement. Borrower should keep this important legal document for Borrower’s records.
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • April 2nd, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
The purpose of this placement agent agreement (“Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed registered direct and private investment in public entity (“PIPE”) offering (“Placement”) by Applied UV, Inc., a Nevada corporation (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock, par value $0.0001 per share and/or pre-funded warrants, and private placement warrants (collectively, the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
This Employment Agreement (the “Agreement”) dated as of the 1st day of January, 2022 (the “Effective Day”) is between Applied UV, Inc., a Delaware corporation (the “Company”), and Mike Riccio, an individual residing at 279 Village Place, Wyckoff, NJ 07481 (“Executive”).
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK APPLIED UV, INC.Pre-Funded Warrant to Purchase Common Stock • April 2nd, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Applied UV, Inc., a Nevada corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
AMENDED AND RESTATED AGREEMENT (“Agreement”), dated as of April 18, 2022 and effective as of March 1, 2022 (the “Effective Date”) by and among Applied UV, Inc. a Delaware corporation (“Parent”), Munn Works LLC, a New York limited liability company and wholly-owned subsidiary of the Parent (the "Company"), and Max Munn (the “Executive”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AGREEMENTMerger Agreement • February 1st, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This Amendment (this “Amendment”) dated January 26, 2023 to the Agreement and Plan of Merger (the “PURO Merger Agreement”) dated as of December 19, 2022 by and among Applied UV, Inc., a Delaware corporation, Puro Acquisition Sub I, Inc., a Colorado corporation, Puro Acquisition Sub II, LLC, a Delaware limited liability company, Puro Lighting, LLC, a Colorado limited liability company, Brian Stern, an individual, Andrew Lawrence, an individual, and Brian Stern, as Member Representative. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the PURO Merger Agreement. The Parent, the Merger Subs, PURO, the PURO Members and the Member Representative are collective referred to herein as, the “Parties.”
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • July 16th, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
This Sponsored Research Agreement (“Agreement”) is made by and between Icahn School of Medicine at Mount Sinai, a not-for-profit education corporation organized and existing under the laws of the State of New York, having a principal place of business at One Gustave L. Levy Place, New York, New York 10029 (“Mount Sinai”), and SteriLumen, LLC, a limited liability company organized and existing under the laws of the State of New York, having a principal place of business at 150 North Macquesten Pkwy, Mount Vernon, NY 10550 (“Sponsor”). Mount Sinai and the Sponsor are each referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
WHEREAS, the Company desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 11th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of February 8, 2021, is entered into by and among Applied UV, Inc., a Delaware corporation having its principal place of business at 150 N. Macquesten Parkway, Mount Vernon, NY 10550 (“Parent”) and SteriLumen, Inc., a New York corporation having its principal place of business at 8480 East Orchard Road, Suite 2400, Greenwood Village, Colorado 80111 (“Purchaser”) on the one hand and Akida Holdings LLC, a Florida limited liability company, having its principal place of business at 2300 Marshpoint Road, Suite 202, Neptune Beach, FL 32266 (“Seller”) and the Seller’s members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC on the other.
EXCHANGE AGREEMENTExchange Agreement • July 16th, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on July 1, 2019 (the “Effective Date”) by and between Applied UV, Inc., a Delaware corporation (the “Parent”), Munn Works, LLC, a New York limited liability company (“Munn Works”), and Laurie Munn, as sole member representing 100% the ownership of Munn Works (“Munn”). The Parent, Munn Works and Munn are each a “Party” and collectively the “Parties.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 27th, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2023, by and between APPLIED UV, INC., a Nevada corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”).
Management Services AgreementManagement Services Agreement • June 21st, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This Management Services Agreement (the “Agreement”) is entered into as of January 1, 2021 (the “Effective Date”), by and between KES SCIENCE & TECHNOLOGY INC., a Georgia corporation, at 3625 Kennesaw North Industrial Parkway, Kennesaw, Georgia 30144 (“KES”), and AKIDA HOLDING, LLC, a Florida limited liability company, at 2300 Marshpoint Road, Suite 202, Neptune Beach, Florida 32266 (“Akida”). KES and Akida are each a “Party” and collectively, the “Parties.”
Contract Manufacturing AgreementContract Manufacturing Agreement • June 21st, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This Contract Manufacturing Agreement (the “Agreement”) is entered into as of January 1, 2021 (the “Effective Date”), by and between KES SCIENCE & TECHNOLOGY INC., a Georgia corporation, at 3625 Kennesaw North Industrial Parkway, Kennesaw, Georgia 30144 (“KES”), and AKIDA HOLDING, LLC, a Florida limited liability company, at 2300 Marshpoint Road, Suite 202, Neptune Beach, Florida 32266 (“Akida”). KES and Akida are each a “Party” and collectively, the “Parties.”
SUBLEASESublease Agreement • March 31st, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment
AGREEMENT OF SUBLEASE (the “Sublease”) dated as of the ____ day of March, 2022, between VISIONMARK, LLC, a New York limited liability company (hereinafter called “Sublandlord”) and MUNNWORKS, LLC, a New York limited liability company (hereinafter called “Subtenant”) and RANDOLPH ASSOCIATES, a New York partnership (hereinafter called “Landlord”).
ASSET PURCHASE AGREEMENT among APPLIED UV, INC., STERILUMEN, INC. and OLD SAM PARTNERS, LLC dated as of October 13, 2021Asset Purchase Agreement • October 19th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
CFO CONSULTING AGREEMENTCfo Consulting Agreement • July 16th, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
CFO CONSULTING AGREEMENT dated as of July 15, 2020 (this “Agreement”), between Applied UV, Inc., a Delaware Corporation, (the “Company”), and Joseph Himy (the “Consultant”).
ASSET PURCHASE AGREEMENT among VISIONMARK, LLC, THE MEMBERS OF ON VISIONMARK, LLC, MUNNWORKS, LLC, AND SANDY MARKS AND MICHAEL CHIRIAC, SR., SOLELY AS TO SECTION 6.03 dated as of March 25, 2022Asset Purchase Agreement • March 31st, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
This Asset Purchase Agreement (this “Agreement”), dated as of March 25, 2022 is entered into between VisionMark, LLC, a New York limited liability company (“Seller”), MunnWorks, LLC, a New York limited liability company (“Buyer”), Maya Systems, LLC d/b/a Benchmark Furniture MFG (“Benchmark”) and Mega Vision, Inc. (“MV”, together, the “Members” and each individually, a “Member”), and, solely as to Section 6.03, Sandy Marks and Michael Chiriac, Sr.. The Members and Seller are sometimes collectively referred to herein as the “Selling Parties” and the Buyer and the Selling Parties are sometimes collectively referred to herein as the “parties.”
INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENTIntellectual Property Assignment and License Agreement • June 21st, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
This intellectual property assignment and license agreement (this “Agreement”) is entered into as of January 1, 2021 (the “Effective Date”), by and between KES SCIENCE & TECHNOLOGY, INC., a Georgia corporation having its address at 3625 Kennesaw North Industrial Parkway, Kennesaw, Georgia 30144 (“KES”), KES AIR TECHNOLOGIES, LLC, a Georgia limited liability company having its address at 3625 Kennesaw North Industrial Parkway, Kennesaw, Georgia 30144 (“Kes Air”), and AKIDA HOLDING, LLC, a Florida limited liability company having its address at 2300 Marshpoint Road Suite 202, Neptune Beach, Florida 32266 (“Akida”). KES, Kes Air and Akida are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
GLOBAL AMENDMENTGlobal Amendment • January 31st, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment
This Global Amendment (this "Amendment") is entered into as of January 25, 2023 by and between Streeterville Capital, LLC, a Utah limited liability company ("Lender"), and Applied UV, Inc., a Delaware corporation ("Borrower"). Capitalized terms used in this Amendment without definition unless otherwise noted shall have the meanings given to them in the Note (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 27th, 2023 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and made effective as of September 1, 2023, by and between APPLIED UV, INC., a Delaware corporation (the “Company”) and APPLIED UV, INC., a Nevada corporation and a wholly owned subsidiary of the Company (“Newco”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN APPLIED UV, INC., PURO ACQUISITION SUB I, Inc., PURO ACQUISITION sub ii, LLC, PURO LIGHTING, LLC, BRian Stern, Andrew Lawrence AND THE MEMBER REPRESENTATIVE DATED AS OF DECEMBER 19, 2022Merger Agreement • December 20th, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into and made effective as of December 19, 2022 (the “Effective Date”), by and among APPLIED UV, INC., a Delaware corporation (the “Parent”), PURO Acquisition Sub I, Inc., a Colorado corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), PURO Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), PURO LIGHTING, LLC, a Colorado limited liability company (“PURO”), Brian Stern, in his individual capacity, Andrew Lawrence, in his individual capacity (Messrs. Stern and Lawrence, together, the “PURO Members”), and BRIAN STERN, an individual, as the Member Representative (as defined below).
EXCHANGE AGREEMENTExchange Agreement • July 16th, 2020 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on March 26, 2019 (the “Effective Date”) by and between Applied UV, Inc., a Delaware corporation (the “Parent”), SteriLumen, Inc., a New York corporation (“SLI”), and the shareholders of common stock representing 100% the ownership of SLI (each a “SLI Shareholder” and collectively, the “SLI Shareholders”). The Parent, SLI and each SLI Shareholder are each a “Party” and collectively the “Parties.”
SECOND MODIFICATION TO LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTSLoan and Security Agreement • December 28th, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment
This Second Modification to Loan and Security Agreement and Loan Documents (this Modification) is entered into by and between APPLIED UV, INC., a Delaware corporation (Applied), STERILUMEN, INC., a New York corporation (Sterilumen), and MUNN WORKS, LLC, a New York limited liability company (Munn Works; together with Applied and Sterilumen, individually and collectively, Borrower), and PINNACLE BANK, a California corporation (Lender), as of this 26th day of December, 2022 at San Jose, California.
WARRANT TO PURCHASE COMMON STOCK APPLIED UV, INC.Warrant to Purchase Common Stock • April 2nd, 2024 • Applied UV, Inc. • Electric lighting & wiring equipment • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on April 1, 2029, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Applied UV, Inc., a Nevada corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant (this “Warrant”) shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN APPLIED UV, INC., LED SUPPLY ACQUISITION SUB I, Inc., LED SUPPLY ACQUISITION sub ii, LLC, LED SUPPLY Co. LLC, BRian Stern, Andrew Lawrence AND THE MEMBER REPRESENTATIVE DATED AS OF DECEMBER 19, 2022Merger Agreement • December 20th, 2022 • Applied UV, Inc. • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into and made effective as of December 19, 2022 (the “Effective Date”), by and among APPLIED UV, INC., a Delaware corporation (the “Parent”), LED Supply Acquisition Sub I, Inc., a Colorado corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), LED Supply Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), LED SUPPLY CO. LLC, a Colorado limited liability company (“LED Supply”), Brian Stern, in his individual capacity, Andrew Lawrence, in his individual capacity (Messrs. Stern and Lawrence, together, the “LED Supply Members”), and BRIAN STERN, an individual, as the Member Representative (as defined below).
