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”).
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”).
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK APPLIED UV, INC.Applied UV, Inc. • April 2nd, 2024 • 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.
WARRANT TO PURCHASE COMMON STOCK APPLIED UV, INC.Applied UV, Inc. • April 2nd, 2024 • 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).
PERSONAL AND CONFIDENTIALPersonal and Confidential • 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
SERIES A/B WARRANT AMENDMENT APPLIED UV, INC.Applied UV, Inc. • April 2nd, 2024 • Electric lighting & wiring equipment
THIS AMENDMENT (this “Amendment”), dated as of March 27, 2024, to those certain (i) Series A Warrants to Purchase Common Stock, issued by Applied UV, Inc. (the “Company”) on November 16, 2023 (the “Series A Warrants”) and Series B Warrants to Purchase Common Stock issued by the Company on November 16, 2023 (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”), each representing a right to purchase from the Company shares of Common Stock of the Company (the “Warrant Shares”), is entered by and between the Company and the undersigned (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Warrants.
