Securities
Purchase Agreement


This
Securities Purchase Agreement (this “Agreement”),
dated as of October 7, 2022, 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”).


A. Company
and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities
Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”).


B. Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Redeemable Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $2,807,500.00 (the “Note”),
redeemable for cash or common stock, $0.0001 par value per share, of Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.


C. This
Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in
connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


D. For
purposes of this Agreement: “Redemption Shares” means all shares of Common Stock issued upon redemption of all or
any portion of the Note; and “Securities” means the Note and the Redemption Shares.


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:


1. 
Purchase and Sale of Note.


1.1. 
Purchase of Note. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration
thereof, Investor shall pay the Purchase Price (as defined below) to Company.


1.2. 
Form of Payment. On the Closing Date, Investor shall pay the Purchase Price to Company via wire transfer of immediately available
funds against delivery of the Note.


1.3. 
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be October 7, 2022,
or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have
occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


1.4. 
Purchase Price. The Note carries an original issue discount of $237,500.00 (the “OID”) and a monitoring fee
of $50,000.00 (the “Monitoring Fee”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s
legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale
of the Note (the “Transaction Expense Amount”). The OID, the Monitoring Fee and Transaction Expense amount will be
included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $2,500,000.00, computed
as follows: $2,807,500.00 initial principal balance, less the OID, less the Monitoring Fee, less the Transaction Expense Amount.



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1.5. 
Collateral for the Note. The Note shall be unsecured.


2. 
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)
this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable
in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act and (iv) there are no commissions, placement agent or finder’s fees or similar payments that will or would become
due and owing by Investor to any person or entity as a result of this Agreement or the transactions contemplated hereby.


3. 
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company
is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite
corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d)
of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly
authorized by Company and all necessary actions have been taken; (v) this Agreement, the Note, and the other Transaction Documents have
been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance with
their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with
the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will
not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s
formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or
instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any
listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or
order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having
jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender
of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into of the Transaction
Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other
documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such
time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension;
(x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge
of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission,
board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material
adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to
perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has
not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any
time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1)
under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would
become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker
Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person
or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to
any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection
that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor,
Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates,
from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered
in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders, members, managers,
employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees,
agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or
its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents;
(xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated
by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set
forth more specifically in Section 9.2 below, shall be applicable to the Transaction Documents and the transactions contemplated therein;
(xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed
due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided
by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and
agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants
and agrees it will not use any such information or legal theory as a defense to performance of its obligations under the Transaction
Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.



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4. 
Company Covenants. Until all of Company’s obligations under the Note are paid and performed in full, or within the timeframes
otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) Company will timely file on
the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will
take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required
in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock
shall be listed or quoted for trading on NYSE or Nasdaq; (iii) trading in Company’s Common Stock will not be suspended, halted,
chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; (iv) from the Closing Date until
five (5) days after the Note is satisfied in full, Company will not make any Restricted Issuance (as defined below) without Investor’s
prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; and (v) Company shall
not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise
prohibits Company: (a) from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing
Common Stock, preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor or any
affiliate of Investor; For purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty
of any debt obligations other than trade payables in the ordinary course of business, or the issuance of any securities that (1) have
or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant
to such conversion right varies with the market price of the Common Stock, (2) are or may become convertible into Common Stock (including
without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the market price
of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger
event or condition; or (3) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future
date at any time after the initial issuance of such debt or equity security (A) due to a change in the market price of Company’s
Common Stock since the date of the initial issuance or (B) upon the occurrence of specified or contingent events directly or indirectly
related to the business of Company. For the avoidance of doubt, the issuance of Common Stock under, pursuant to, in exchange for or in
connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number
of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not
limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement
or exchange. For the further avoidance of doubt, the term Restricted Issuance does not include ATMs (as defined below) or Public Offerings
(as defined in Nasdaq Rule IM-5635-3) with no variable price components. For purposes hereof, the term “ATM” means
a continuous primary offering, whereby Company, with the help of a FINRA-registered broker-dealer as an agent, sells newly issued equity
securities, registered off of a shelf-registration statement, into a securities exchange at prevailing market prices and includes issuances
of at-the-market securities pursuant to an Equity Distribution Agreement dated July 1, 2022 between Maxim Group LLC and the Company which
are registered under the Company’s Registration Statement on Form S-3 (No. 333-266015) or any other at-the-market issuance of securities
registered under such registration statement pursuant to a sales distribution agreement between the Company and a FINRA registered broker-dealer.



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5. 
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at
the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


5.1. 
Investor shall have executed this Agreement and delivered the same to Company.


5.2. 
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


6. 
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are
for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


6.1. 
Company shall have executed this Agreement and the Note and delivered the same to Investor.


6.2. 
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)
substantially in the form attached hereto as Exhibit C acknowledged and agreed to in writing by Company’s transfer agent
(the “Transfer Agent”).


6.3. 
Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit
D evidencing Company’s approval of the Transaction Documents.


6.4. 
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
E to be delivered to the Transfer Agent.


6.5. 
 Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


7. 
Reservation of Shares. On the date hereof, Company will reserve 5,750,000 shares of Common Stock from its authorized and unissued
Common Stock to provide for all issuances of Common Stock under the Note (the “Share Reserve”). Company further agrees
to add additional shares of Common Stock to the Share Reserve in increments of 100,000 shares as and when requested by Investor if as
of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the number of shares
of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Common Stock
Redemption Price (as defined in the Note). Company shall further require the Transfer Agent to hold the shares of Common Stock reserved
pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor’s
delivery of a Redemption Notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant
to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have
been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share
Reserve to the extent there are no other authorized shares available for issuance and then only with Investor’s written consent.



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8. 
Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt or convertible security with
any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not
similarly provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable
term and such term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally,
if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted
such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part
of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms
contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share,
warrant coverage, warrant exercise price, and anti-dilution/conversion and exercise price resets.


9. 
Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


9.1. 
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


9.2. 
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that
the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and
notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other
agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving
Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation,
any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing
Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction
of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for
the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company
seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Stock to Investor
for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue
and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any
such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company
covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.10
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is
not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents
or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the
issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any
such action. Company acknowledges that the governing law and venue provisions set forth in this Section 9.2 are material terms to induce
Investor to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 9.2 Investor would
not have entered into the Transaction Documents.



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9.3. 
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails
to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.
It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of
this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically
agrees that: (a) following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive
injunctive relief from a court or an arbitrator prohibiting Company from issuing any of its Common Stock or preferred stock to any party
unless the Note is being paid in full simultaneously with such issuance; and (b) following a breach of Section 4(v) above, Investor shall
have the right to seek and receive injunctive relief from a court or arbitrator invalidating such lock-up. Company specifically acknowledges
that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would
result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court
or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver
of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any
Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under
the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the
future in a separate arbitration.


9.4. 
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic
calculation under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Common Stock Redemption
Price, Redemption Shares, or VWAP (as defined in the Note) (each, a “Calculation”), Company or Investor (as the case
may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after
receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise
to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable
to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the
case may be), then Investor will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar
Systems”). Investor shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no
later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed
Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall
be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation
as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Note)
shall be granted and Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in
the Transaction Documents. Notwithstanding the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment
bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems”
herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by Investor.


9.5. 
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


9.6. 
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


9.7. 
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


9.8. 
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


9.9. 
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.



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9.10. 
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation
which is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the
United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing by
express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly
given to each of the other parties hereto):


If to Company:


Applied
UV, Inc.


Attn:
Max Munn, President


150
N. Macquesten Parkway


Mount
Vernon, NY 10550


 


If to Investor:


Streeterville
Capital, LLC


Attn: John
Fife


303 East
Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


With a
copy to (which copy shall not constitute notice):


Hansen
Black Anderson Ashcraft PLLC


Attn: Jonathan
Hansen


3051 West
Maple Loop Drive, Suite 325


Lehi, Utah
84043


 


9.11. 
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to
obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation
shall be null and void.


9.12. 
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive
the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify
and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of
or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


9.13. 
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


9.14. 
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are
cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that any
party hereunder may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity,
or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor
may deem expedient.


9.15. 
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the
other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing
party all costs and expenses, including attorneys’ fees incurred therein, including the same with respect to an appeal. The
“prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on
all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments
are entered in favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into
account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value
of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for
frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes
action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization,
receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note;
then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and
disbursements.



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9.16. 
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


9.17. 
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


9.18. 
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


9.19. 
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.


9.20. 
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including, without
limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The parties
hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded
the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived
originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that
any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed
to be of the same force and effect as the original manually executed document.


[Remainder
of page intentionally left blank; signature page follows]









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IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


INVESTOR:


 


Streeterville
Capital, LLC


By:
/s/ John M. Fife


John
M. Fife, President


 





COMPANY:


 


Applied
UV, Inc.


By:
/s/ Max Munn


Max
Munn, President


 









    	 	9	 



     


    

 


ATTACHED
EXHIBITS:


		Exhibit A	Note



		Exhibit B	Irrevocable Transfer Agent Instructions



		Exhibit C	Officer’s Certificate



		Exhibit D	Share Issuance Resolution



		Exhibit E	Arbitration Provisions






 






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