FIRST
MODIFICATION TO LOAN AND SECURITY AGREEMENT AND


LOAN
DOCUMENTS


This
First 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 9th day of December, 2022 at San Jose, California.


RECITALS


A. 
Lender and Borrower are contemporaneously entering into a Loan and Security Agreement dated as of December 9, 2022, as modified from
time to time pursuant to one or more Modifications to Loan and Security Agreement (collectively, the Loan Agreement). Initially
capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.


B. 
Borrower has requested, and Lender (subject to fulfillment of the Conditions Precedent set forth below) has agreed, to modify the Loan
Agreement and Loan Documents as set forth below; including, without limitation, by waiving the condition that Borrower cause Streeterville
Capital, LLC to provide a Subordination Agreement in favor of Lender.


AGREEMENT


For
good and valuable consideration, the parties agree as set forth below:


1. 
Incorporation by Reference. The Loan Agreement and the above Recitals are incorporated herein by this reference.


2. 
Effective Date. The terms of this Modification shall become effective upon fulfillment of the Conditions Precedent set forth below
as required by Lender.


3.
Modifications to Loan Agreement.


(a)  The Preamble to the
Loan Agreement is amended to fix the date of the Loan Agreement to December 9, 2022, with the remainder of the Preamble to remain unchanged
and in full force and effect.


(b)  The definition of
“Termination Date”, set forth in Section 1.1 of the Loan Agreement, is amended to fix the date of the “Initial Term”
set forth in such definition to December 9, 2024, with the remainder of such definition to remain unchanged and in full force and effect.


(c)  Section 2.7 of the
Loan Agreement is amended to fix the references regarding the months and dates (and not years) to December 9, with the remainder of such
Section to remain unchanged and in full force and effect.


(d)  The reference to
Streeterville Captial, LLC set forth in the definition of Subordinating Creditor in Section 1.1 of the Loan Agreement is
hereby deleted, with the definition of Subordinating Creditor amended and restated in its entirety to the following:


Subordinating
Creditor means N/A, and any other person or entity to whom Borrower is indebted on a secured or unsecured basis, and which person
or entity is required to sign a Subordination Agreement in favor of Lender.


 (e) Section 8.13 of the Loan Agreement is amended and restated in its entirety to read as follows:


 




8.13 Subordinated
Debt. (a) Borrower or any Subordinating Creditor (i) fails to perform or observe any of such Subordinating Creditor's
obligations under any Subordination Agreement; or (ii) notifies Lender of Subordinating Creditor's intention to rescind, modify,
terminate or revoke any Subordination Agreement; (b) the occurrence of a default or event of default under any subordinated
indebtedness, with the indebtedness of Borrower to Streeterville Capital, LLC (Streeterville) constituting
subordinated indebtedness for purposes of this subparagraph (b); (c) any Subordination Agreement ceases to be in full force and
effect for any reason whatsoever; (d) Borrower makes any payment on account of indebtedness which has now or hereafter been
subordinated to the Obligations, except to the extent such payment is allowed under any subordination agreement entered into with
Lender; or (e) Borrower makes any payment on account of any indebtedness owed by Borrower to Streeterville except that so long as no
Event of Default exists at the time of the making of any of the following permitted payments or will result therefrom, Borrower,
with respect to the Streeterville indebtedness existing as of the date of this Agreement, shall be permitted to make scheduled: (i)
non-cash payments consisting of stock in Borrower, and (ii) cash payments so long as after giving effect to any such cash payments
(1) Borrower has cash on hand of at least $1,000,000 (not including any cash constituting the proceeds of Advances under the Loan
Agreement), (2) Borrower under Section 2.1 of the Agreement has unused borrowing availability for Advances of at least $100,000.00,
and (3) Borrower’s accounts payable are paid consistent with historical practices; with Borrower agreeing to provide Lender
with copies of all notices received from Streeterville including, without limitation, “Redemption Notice(s)” from
Streeterville and any allocation adjustments (of cash/non-cash payments) thereto elected by Borrower, and with Lender, in its sole
discretion, entitled to create reserves, from time to time, against amounts that would be available for borrowing under
Section


2.1
of the Agreement, with Borrower irrevocably authorizing Lender (but with Lender having no obligation) to use the proceeds of such reserves
to make permitted cash payments due from Borrower to Streeterville.


 4. Modifications to Loan Documents.


 




(a) 
Reserved.


(b) 
All signature blocks of Munn Works in the Loan Documents (including the Loan Agreement) are amended and restated to the below format,
with the signature of Munn Works below to replace the signature of Munn Works in all such Loan Documents existing as of the date of this
Modification (with Munn Works’ obligations under all of such existing Loan Documents hereby ratified and continuing in full force
and effect):





	 	 	MUNN
  WORKS, LLC,
	 	 	a
  New York limited Liability company
	 	 	
	 	 	By: Applied Uv, Inc.,
	 	 	a Delaware corporation
	 	 	 
	 	 	Its: Managing Member
	 	 	 
	 	 	By:
	 	 	Name: Max Munn
	 	 	Its: President





(c)  The requirement that
Borrower cause Streeterville Capital, LLC to provide Lender with a Subordination Agreement, as set forth Section 5(a) of the Conditions
Precedent/Subsequent Rider to Loan and Security Agreement, dated as of December 9, 2022, between Borrowers, on the one hand, and Lender,
on the other hand, is hereby waived with such Section 5(a) amended and restated to the following:


(a) Intentionally Omitted.


5.  Conditions Precedent. The effectiveness
of this Modification is conditioned upon fulfillment of the following conditions precedent as required by Lender, with any unfulfilled
conditions precedent (unless waived by Lender) to become conditions subsequent to be immediately satisfied:


(a) Borrower shall have executed
and delivered to Lender a copy of this Modification;


(b) The delivery, execution,
resolution and/or completion (as applicable), to Lender's satisfaction, of all other documents, matters or acts required by Lender in
connection with this Modification including, without limitation:


(i) N/A.


(c) 
Borrower shall have paid Lender’s attorneys’ fees and costs incurred in connection with the preparation and negotiation of
this Modification and related documents, which fees and costs (at Lender’s option) may be charged as Advances under the Loan Agreement
and added to the Obligations regardless of whether an Overadvance will result.


6. 
Releases. In consideration of Lender’s agreement to enter into this Modification, Borrower and the undersigned guarantors
(if any) each release Lender and its respective agents, employees, officers, directors, attorneys, representatives, insurers, and successors
and assigns (individually and collectively, the Released Parties), from any and all claims, whether or not such claims
are known, unknown or suspected to exist, and causes of action which have been sustained or may be sustained, relating in any way to
the lending relationship between Lender, on the one hand, and Borrower and/or such guarantors (if any), on the other hand (individually
and collectively, the Released Matters). Borrower and the undersigned guarantors (if any) each covenant and agree that
neither they nor their agents, employees or successors and assigns will hereafter commence, maintain or prosecute any action at law or
otherwise, or assert any claim against the Released Parties, for damages or loss of any kind or amount arising out of the subject matter
of the Released Matters. It is the intention of each of Borrower and the undersigned guarantors (if any) that this release shall be effective
in full and final accord and satisfaction and release of and from all Released Matters. Borrower and the undersigned guarantors (if any)
each hereby waive any and all rights which they have or may have against the Released Parties under the provisions of Section 1542 of
the California Civil Code (or other applicable law) as now worded and hereafter amended, which section presently read as follows:


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.


7. 
Reaffirmations. Borrower hereby ratifies, reaffirms, and remakes as of the date hereof each and every representation and warranty
contained in the Loan Agreement (as amended by this Modification) and in any document incident thereto or connected therewith.


8. 
Legal Effect. Except as specifically set forth in this Modification, all of the terms and conditions of the Loan Agreement remain
in full force and effect.


9. 
No Waiver of Events of Default. As of the date hereof, Lender may have been unable to ascertain the existence of any events of
default under the Loan Agreement, and Lender’s failure to refer herein to any existing event of default shall not be deemed a waiver
of any such existing event of default.


10. 
Counterparts. This Modification may be executed in any number of counterparts, each of which shall be deemed an original but all
of which taken together shall constitute a single original.


11. 
Electronic Signature. This Modification, or a signature page thereto intended to be attached to a copy of this Agreement, signed
and transmitted by facsimile machine, telecopier or other electronic means (including via transmittal of a “.pdf” file) shall
be deemed and treated as an original document. The signature of any person thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.
At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the
person who executed the facsimile, telecopy of other electronic document. No party hereto may raise the use of a facsimile machine, telecopier
or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier or other
electronic means as a defense to the enforcement of this Modification.


12. 
Integration. This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject matter
hereof. All amendments hereof must be in writing and signed by the parties.









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IN
WITNESS WHEREOF, the parties have executed this First Modification to Loan and Security Agreement and Loan Documents as of the date first
set forth above.


APPLIED
UV, INC.,


a Delaware corporation


 


By:/s/
Max Munn


Name:Max Munn


Title:President


 


[Signatures
Continued on Next Page]


STERILUMEN,
INC.,


a New York corporation


 


By:/s/
Max Munn


Name:Max Munn


Title:President


 


MUNN
WORKS, LLC,


a
New York limited liability company


 


By:Applied
UV, Inc.


A
Delaware corporation


Its:Managing Member


 


By:/s/
Max Munn


Name:Max Munn


Title:President


 


PINNACLE
BANK,


a California corporation


 


By:/s/
Kevin O’Hare


Name:Kevin O’Hare


Title:President,
Capital Finance Group



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