Exhibit 10.3


 





EXCHANGE AGREEMENT


 


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.”


 


W I T N E S S E T H:


 


WHEREAS, the
Member desires to sell to Parent, and Parent desires to purchase from Munn, 100% of its equity interest in Munn Works (the “Equity
Interest”) in exchange for shares of Parent’s common stock, par value $0.0001 per share (the “Parent Common
Stock”), on the terms and conditions set forth herein (the “Exchange”).


 


  NOW, THEREFORE, in consideration
of the mutual agreements and covenants hereinafter set forth, the Parties hereto agree as follows:


 


ARTICLE I.

THE EXCHANGE


 


Section 1.01   Exchange.
Upon the terms and subject to the conditions of this Agreement, Munn does hereby sell to Parent all of its Equity Interest in exchange
for 15,000,000 shares of Parent Common Stock (the “Exchange Shares”). On the Closing Date (as defined below),
(i) the Parent shall issue certificates representing the Exchange Shares, dated the Closing Date, and deliver such certificates
to Munn, and (ii) Munn shall execute an amendment to the Operating Agreement of Munn Works that evidences the Parent being the
sole Member of Munn Works (the “Amendment”). Subject to and upon the terms and conditions of this Agreement, Munn Works
shall become, as a result of the Exchange and the execution of the Amendment by Munn and the Parent, a direct wholly-owned subsidiary
of Parent.


 


Section
1.02  Closing. Unless this Agreement shall have been terminated pursuant to Section 8.01, the closing of
the Exchange (the “Closing”) will take place on a date to be specified by the Parent and a Munn Works Shareholder
(the “Closing Date”). The Closing shall be held at such location as is agreed to by the Parties hereto. By agreement
of the Parties, the Closing may take place by delivery of documents required to be delivered hereby by electronic transmission,
including by email attachment.


 


ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF Munn Works


 


Except as set forth
in a disclosure schedule or otherwise herein, Munn Works represents and warrants to Parent:


 


Section 2.01   Organization
and Standing. Munn Works is a limited liability company duly organized and existing in good standing under the laws of the
State of New York. Munn Works has heretofore delivered to Parent complete and correct copies of its organizational documents as
now in effect. Munn Works has full corporate power and authority to carry on its respective businesses as they are now being conducted
and as now proposed to be conducted and to own or lease their respective properties and assets.


 


Section 2.02   Capital
Structure of Munn Works. The authorized and issued equity of Munn Works consists of Munn’s Equity Interest. There are
no outstanding options, warrants, agreements, rights or commitments to issue any equity interests in Munn Works.


 


Section 2.03   Corporate
Acts and Proceedings. Munn Works has all requisite company power and authority to enter into this Agreement. The execution
and delivery of this Agreement and the consummation of the transactions contemplated herein has been duly authorized by all necessary
company action on the part of Munn Works and no other company proceedings on the part of Munn Works are necessary to authorize
the execution and delivery of this Agreement and the other transactions contemplated hereby and this Agreement constitutes a valid
and binding agreement of Munn Works.


 






      


     


    

 


Section 2.04   Governmental
Consents. All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations,
or filings with any federal or state governmental authority on the part of Munn Works required in connection with the consummation
of the Exchange shall have been obtained prior to, and be effective as of, the Closing.


 


Section 2.05   Compliance
with Laws. There is no judgment, injunction, order or decree binging upon Munn Works which has or would reasonably be expected
to have the effect of prohibiting or materially impairing Munn Works’ business or its ability to consummate the transactions
contemplated herein.


 


Section 2.06  No
Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein
will not:


 


(a)  violate
any provision of the Articles of Organization, Operating Agreement or other organizational document of Munn Works;


 


(b)  violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise
give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default
under, any contract to which Munn Works is a party or by or to which either of its assets or properties, may be bound or subject;


 


(c)  violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against,
or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding
upon Munn Works or upon the securities, assets or business of Munn Works;


 


(d)  violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Munn Works or to
the securities, properties or business of Munn Works; or


 


(e)  result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment
of, any permit or license held by Munn Works.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES OF MUNN


 


As an inducement to
the Parent to enter into this Agreement and to consummate the transactions contemplated herein, each Munn Works Shareholder individually
represents and warrants to the Parent as follows:


 


Section 3.01   Authority.
Munn has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated
hereby and to perform its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations
of Munn, enforceable against Munn, in accordance with the terms hereof.


 






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Section 3.02   No
Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority or any
other Person is required for the consummation by Munn of any of the transactions on its part contemplated under this Agreement.


 


Section 3.03  No
Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated
hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach
or violation of (i) any instrument, contract or agreement to which Munn is a Party or by which Munn is bound; or (ii) any federal,
state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body
or authority, applicable to Munn.


 


Section 3.04  Potential
Loss of Investment. Munn understands that an investment in the shares of Parent Common Stock is a speculative investment which
involves a high degree of risk and the potential loss of the Munn’s entire investment.


 


Section 3.05  Receipt
of Information. Munn has received all documents, records, books and other information pertaining to his investment that has
been requested by Munn.


 


Section 3.06  Investment
Experience. Munn (either alone or with her advisors) is (i) experienced in making investments of the kind described in
this Agreement, (ii) able, by reason of Munn’s business and financial experience to protect Munn’s own interests in
connection with the transactions described in this Agreement, and (iii) able to afford the entire loss of investment in the shares
of the Parent Common Stock. Munn further individually, represents and warrants to Parent that Munn understands that an investment
in the Parent includes a high degree of risk and is in a financial position to hold its portion of the Exchange Shares for an indefinite
period of time and is able to bear the economic risk of, and withstand a complete loss of such investment in its portion of the
Exchange Shares.


 


Section 3.07  No
Public Market. Munn understands that no public market now exists for the shares of the Parent Common Stock and that the Parent
has made no assurances that a public market will ever exist for the shares of the Parent Common Stock.


 


Section 3.08  Further
Assistance. Munn agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to
effectuate the purposes of this Agreement.


 


Section 3.09  No
Litigation. There are no actions, suits, proceedings, judgments, claims or investigations pending or threatened by or against
Munn or affecting Munn or her properties, at law or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind. Munn has no knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality
or any circumstance which would result in the discovery of such default.


 


Section 3.10  Opportunity
for Legal and Financial Advice. Munn has had enough time and a full opportunity to discuss this Agreement and all associated
financial documents and disclosures with his or her legal, tax and financial counsel and fully understands his rights and obligations
under this Agreement, the nature of consideration under this Agreement, as well as any rights or obligations which are being waived
in consideration for the terms set forth herein.


 


Section 3.11  Investment
Representations. Munn is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended.


 






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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT


 


Except as set forth
in a disclosure schedule, Parent represents and warrants to Munn Works and each Munn Works Shareholder as follows:


 


Section 4.01   Organization
and Standing. Parent is a corporation duly organized and existing in good standing under the laws of the State of Delaware.
Parent has heretofore delivered to Munn Works complete and correct copies of its organizational documents as now in effect. Parent
has full corporate power and authority to carry on its respective businesses as they are now being conducted and as now proposed
to be conducted and to own or lease their respective properties and assets.


 


Section 4.02   Capital
Structure of Parent. The authorized capital stock of Parent consists of 45,000,000 shares of Parent Common Stock, of which
10,006,250 are issued and outstanding and 1,000,000 shares of preferred stock, of which 10,000 shares of Series A Preferred Stock
are issued and outstanding. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully
paid and non-assessable. Parent currently has no outstanding options, warrants, agreements, rights or commitments to issue additional
shares of Parent Common Stock, and none of the Parent’s outstanding securities or instruments are convertible into shares
of Parent Common Stock.


 


Section 4.03   Corporate
Acts and Proceedings. Parent has all requisite corporate power and authority to enter into this Agreement. The execution and
delivery of this Agreement and the consummation of the transactions contemplated herein has been duly authorized by all necessary
corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize the
execution and delivery of this Agreement and the other transactions contemplated hereby and this Agreement constitutes a valid
and binding agreement of Parent.


 


Section 4.04   Governmental
Consents. All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations,
or filings with any federal or state governmental authority on the part of Parent required in connection with the consummation
of the Exchange shall have been obtained prior to, and be effective as of, the Closing.


 


Section 4.05   Compliance
with Laws and Instruments. There is no judgment, injunction, order or decree binging upon Parent which has or would reasonably
be expected to have the effect of prohibiting or materially impairing Parent’s business or its ability to consummate the
transactions contemplated herein.


 


Section 4.06  No
Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein
will not:


 


(a)  violate any provision of the Certificate of Incorporation, Bylaws or other charter or organizational document of Parent;


 


(b)  violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise
give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default
under, any contract to which Parent is a party or by or to which either of its assets or properties, may be bound or subject;


 


(c)  violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against,
or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding
upon Parent or upon the securities, assets or business of Parent;


 






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(d)  violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Parent or to the
securities, properties or business of Parent; or


 


(e)  result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment
of, any permit or license held by Parent.


 


ARTICLE V.

CONDITIONS TO PARTIES’ OBLIGATIONS


 


Section 5.01   Conditions
to Parent Obligations.  The obligations of Parent under this Agreement are subject to the fulfillment, at or prior to
the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:


 


(a)   The representations
and warranties of Munn Works under this Agreement shall be deemed to have been made again on the Closing Date and shall then be
true and correct in all material respects unless otherwise indicated elsewhere.


 


(b)   Munn
Works shall have performed and complied in all material respects with all material agreements and conditions required by this Agreement
to be performed or complied with by it on or before the Closing Date.


 


(c)   No action
or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit,
or to obtain substantial damages in respect of, the Transaction Documents or the carrying out of the transactions contemplated
by the Transaction Documents.


 


(d)   Parent
shall have received the following:


 


(i)   the
Amendment, executed by Munn and Munn Works; and


 


(ii)   such
additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent may reasonably
request.


 


Section 5.02   Conditions
to Munn’s Obligations.  The obligations of Munn under the Agreement are subject to the fulfillment, at or prior
to the Closing, of the following conditions, any of which may be waived in whole or in part by Munn.


 


(a)   The representations
and warranties of Parent under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true
and correct in all material respects.


 


(b)   Parent
shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be
performed or complied with by them on or before the Closing Date.


 


(c)  No action
or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit,
or to obtain substantial damages in respect of, the Transaction Documents or the carrying out of the transactions contemplated
by the Transaction Documents.


 


(d)   Munn
shall have received the following:


 


(i)   certificates
representing the Exchange Shares; and


 






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(ii)   such
additional supporting documentation and other information with respect to the transactions contemplated hereby as Munn may reasonably
request.


 


ARTICLE VIII.

MISCELLANEOUS


 


Section 6.01   Notices. 
Any notice, request or other communication hereunder shall be given in writing and shall be served either personally, by overnight
delivery or delivered by mail, certified return receipt and addressed to the following addresses:


 


	
        If to Parent:

        

        Applied UV, Inc.

        150 N. Macquesten Pkwy.

        Mount Vernon, NY 10550

        Attention: Max Munn

        

        

        

         
	
        If to Munn Works:

        

        Munn Works, LLC.

        

        150 N. Macquesten Pkwy

        Mount Vernon, NY 10550

        

        Attention: Laurie Munn

         

        



 


If to Munn, the address listed on the Munn Works Signature Page
below.


 


Notices shall be deemed
received at the earlier of actual receipt or three Business Days following mailing. Counsel for a Party (or any authorized representative)
shall have authority to accept delivery of any notice on behalf of such Party.


 


Section 6.02   Entire
Agreement.  This Agreement, including the schedules and exhibits attached hereto and other documents referred to herein
including all instruments, agreements and disclosure schedules, contains the entire understanding of the Parties hereto with respect
to the subject matter hereof. This Agreement supersedes all prior agreements and undertakings between the Parties with respect
to such subject matter written and oral. The representations and warranties in this Agreement are the product of negotiations among
the Parties and are for the sole benefit of the Parties.


 


Section 6.03    Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective
successors, assigns and heirs; provided, however, that neither Party shall directly or indirectly transfer or assign any of its
rights hereunder in whole or in part without the written consent of the others, which may be withheld in its sole discretion, and
any such transfer or assignment without said consent shall be void.


 


Section 6.04   Counterparts. 
This Agreement may be executed in one or more counterparts, with the same effect as if all Parties had signed the same document.
Each such counterpart shall be an original, but all such counterparts together shall constitute a single agreement.


 


Section 6.05   Governing
Law.  This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively
in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The Parties
hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under
this Agreement shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution
hereof, the Parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located
in the City, County and State of New York and agree that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect
as if personally served upon them in New York, New York. The Parties hereto expressly and irrevocably waive any claim that any
such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction
with respect thereto. In the event of any such action or proceeding, the Party prevailing therein shall be entitled to payment
from the other parties hereto of all of its reasonable counsel fees and disbursements.


 






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Section 6.06  Definitions.
For purposes of this Agreement:


 


(a)  “Business Day” means a day other than a Saturday, Sunday or other day on which banks located in New York,
New York are authorized or required by government authorities to close.


 


(b)  “Person” means an individual, corporation, partnership, limited liability company, joint venture, association,
trust, unincorporated organization or other entity.


 


(c)  “Transaction Documents” means this Agreement and any other documents or agreements executed in connection
with the transactions contemplated hereunder.


 


Section 8.09  Entire
Agreement; No Third-Party Beneficiaries.  This Agreement constitutes the entire agreement, and supersede all prior agreements
and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement. The representations
and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties.
Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with the terms of this
Agreement without notice or liability to any other Person. The representations and warranties in this Agreement may represent an
allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties and
may have been qualified by certain disclosures not reflected in the text of this Agreement. Accordingly, Persons other than the
Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances
as of the date of this Agreement or as of any other date.


 


Section 8.10  Assignment. 
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise by any of the Parties hereto without the prior written consent of the other Party. Any attempted
or purported assignment in violation of the preceding sentence shall be null and void and of no effect whatsoever. Subject to the
preceding two sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and
their respective successors and permitted assigns.


 


Section 8.11   Severability. 
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent
permitted by applicable legal requirements in an acceptable manner to the end that the transactions contemplated hereby are fulfilled
to the extent possible.


 






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 IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement to be binding and effective as of the day and year first above written.


 


 


	 	ApPLIED UV, INC.
	 	 
	 	 
	 	By:  ______________________
	 	Name: Max Munn
	 	Title:   President
	 	 
	 	 
	 	 
	 	MUNN WORKS, LLC
	 	 
	 	 
	 	By:  ______________________
	 	Name: Max Munn
	 	Title:   President








 




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[SIGNATURE PAGE OF MUNN WORKS MEMBER]


 


 


 


 


(If Member is an individual)


 


Signature: ____________________________________


 


Printed Name: Laurie Munn_________________


 


(If shareholder is an entity)


 


Signature: ____________________________________


 


Printed Name of Entity: __________________________


 


Printed Name of Signatory: _______________________


 


Title of Signatory: ______________________________


 


____________________________________________


Street Address


 


____________________________________________


City                                State                  Zip


 


E-Mail Address:


 


Percent Equity Owned: 100%


 


 


 


 


 






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