Exhibit 10.8


 


EMPLOYMENT AGREEMENT


 


 


AGREEMENT, dated as of June 30, 2020 by and between Applied
UV, Inc. a Delaware (the "Company"), and Keyoumars Saeed, (the "Executive").


 


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.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants set forth below, the parties hereby agree as follows:


 


		1.	Employment. The Company hereby agrees to employ the Executive as the President and Chief Executive
Officer (“CEO”) of the Company, all wholly owned subsidiaries and controlling interest Affiliates, and a seat on the
Board of Directors and the Executive hereby accepts such employment, on the terms and conditions set forth below.



 


2. Effective Date, Position and Duties.



 


“Effective Date” The
closing date of at least $5,000,000.00 in Company’s Initial Public Offering funding. During the period from the date of this
Agreement until the end of the Term (the “Employment Period”), the Executive shall serve as the Chief Executive Officer
of the Company and report to the Company’s Board of Directors. The duties will be as assigned by the Board of Directors of
the Company (the "Board"), with such duties, authority and responsibilities as are normally associated with and appropriate
for such positions. The Executive shall report directly to the Board. The Executive shall devote substantially all of his working
time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of
his duties for the Company and give his best efforts to the success of the Company. Notwithstanding the above, the Executive shall
be permitted, to the extent such activities do not substantially interfere with his performance of his duties and responsibilities
hereunder or violate Sections 7 or 8 of this Agreement, to (i) manage his personal, financial and legal affairs, (ii) serve on
civic or charitable boards or committees (it being expressly understood and agreed that the Executive's continuing to serve on
any such board and/or committees on which he is serving, or with which he is otherwise associated, as of the Effective Date, shall
be deemed not to interfere with his performance of his duties and responsibilities under this Agreement), (iii) serve on boards
of other companies and (iv) make personal appearances and lectures, and the Executive shall be entitled to receive and retain all
remuneration received by him from the items listed in clauses (i) through (iv) of this paragraph.


 


3. Place of Performance.


 


During the Employment Period, the Executive
will reside in the area of metro Denver, Colorado and the Executive shall not be required to relocate to any other location. The
Executive agrees to be judicious in spending time between the Company’s other physical locations and in operations and New
York office and all lab and office facilities, and all travel required to grow business, develop, acquire and visit vendors, partners,
customers and suppliers.


 


4. Compensation and Related Matters.


 


(a) Base Salary. During the Term, the Company
shall pay the Executive a base salary ("Base Salary") at the rate of not less than $350,000 per year ($29,166.67 per
month)). The Executive's Base Salary shall be paid in approximately equal installments in accordance with the Company's customary
payroll practices.





  






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(b) Annual Cash Bonus (“ACB”).
For each full fiscal year of the Company that begins and ends during the Term, the Executive shall be eligible to earn an annual
cash bonus in such amount as shall be determined by the Compensation Committee of the Board (the "Compensation Committee")
(the "Annual Bonus") based on the achievement by the Company of reasonable performance goals established by the Compensation
Committee and agreed to by Executive for each such fiscal year; provided, that the Annual Bonus shall be no greater than 150% of
Base Salary. ACB, will have to be approved by the Audit and Compensation Committees of the Board.


 


(c) Stock Options, Restricted Stock Grant,
and Long- Term Incentive Programs. The Company agrees that Executive shall be granted89,308 (representing 1.75% of the shares outstanding)
shares of restricted stock at the $0.0001 par value to begin vesting quarterly, as of the date of this Agreement (the first vesting
date being September 30, 2020). A new grant for the same amount shall be made by the company if this Agreement is automatically
renewed. Executive may also to participate in future grants of restricted stock, grants of stock options, and long-term incentive
compensation programs of the Company in a manner comparable to similar Company executives who are on a similar bonus program. Upon
the termination of the Executive pursuant to Sections 5(a), (d) and (g), any unvested stock granted pursuant to this Section 4(c)
shall revert back to the Company.


 


(d) Business, Travel and Entertainment
Expenses. The Company shall promptly reimburse the Executive for all reasonable and documented business, travel and entertainment
expenses related to the conduct of the Company’s business and consistent with the Executive's titles and the practices of
the Company including but not limited to home office expenses, mobile office expenses and other technology expenses.


 


(e) Vacation. During the Term, the Executive
shall be entitled to four (4) weeks of paid vacation per year. Vacation time and not taken during the applicable fiscal year shall
be carried over to and owed the next or following fiscal year.


 


(f) Welfare, Pension and Incentive Benefit
Plans. During the Term, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare
benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without
limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance
plans and programs. In addition, during the Term, the Executive shall be eligible to participate in all pensions, retirement, savings
and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives,
other than any annual cash incentive plan.


 


(g) Dues. During the Term, the Company
shall pay or promptly reimburse the Executive for annual dues for membership in industry non-profit organizations, and professional
organizations including any reasonable expenses for continuing education that does not affect the Executive’s time and commitments
to the Company, each as approved by the Board of the Company.


 


5. Term & Termination. 


 


The term of this Agreement is for Eighteen
(18) months from Effective Date (the “Term”) then auto renewed for one-year periods or until a new mutually acceptable
agreement is reached; provided; however, the Executive's employment hereunder may be terminated during the Term and the Term will
end under the following circumstances:


  







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(a) Termination for Cause. The Executive’s
employment may be terminated by the Company upon simple notice in writing transmitted to the Executive, without the Company (or
any of its subsidiaries) being bound to pay any compensation whatsoever or accelerate vesting of options if termination is for
Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment only upon
the Executive's:


 


(i) conviction of or entering
of a plea of guilty or nolo contendere to a felony


 


(ii) gross misconduct that
results in material and demonstrable damage to the business or reputation of the Company;


 


(iii) material breach of Section
7 of this Agreement; or


 


(iv) gross neglect in the performance
of his duties hereunder (other than such failure resulting from the Executive's incapacity due to physical or mental illness or
after the issuance of a Notice of Termination by the Executive for Good Reason).


 


Cause shall not exist unless and until
the Company has delivered to the Executive a copy of a resolution duly adopted by a majority of the Board (excluding the Executive
for purposes of determining such majority) at a meeting of the Board called and held for such purpose which finds that in the good
faith opinion of the Board that "Cause" exists, and specifying the particulars thereof in detail. Provided, however,
no reason set forth in this Section 5(a)(i) through (iv) shall constitute Cause unless (1) the Executive upon notice is given a
reasonable period to effect a cure or a correction; and (2) the reason is not curable or correctible as reasonably determined
by the Board. For purposes of this Section 5(a), a reasonable cure period shall not exceed 30 days.


 


(b) Disability. If, as a result of the
Executive's incapacity due to physical or mental illness as determined by a physician selected by the Executive, and on selected
by the Company and reasonably acceptable to the Company, (i) the Executive shall have been substantially unable to perform his
duties hereunder for six consecutive months, or for an aggregate of 180 days during any period of twelve consecutive months and
(ii) within thirty days after written Notice of Termination is given to the Executive after such six- or twelve- month period,
the Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have
the right to terminate the Executive's employment hereunder for "Disability". During any period that the Executive fails
to perform his duties hereunder as a result of incapacity due to Pandemic related physical or mental illness, the Executive shall
continue to receive his full Base Salary set forth in Section 4(a) until his employment is terminated pursuant to this Section
5(b). In the event the Executive's employment is terminated for Disability pursuant to this Section 5(b), the Company shall provide
the Executive with the excess, if any, of his full Base Salary over the amount of any long-term disability benefits that he receives
under the Company's welfare benefit plans and programs, payable in accordance with the normal payroll practices of the Company,
for the remainder of the Employment Period and shall have no further obligations to the Executive hereunder. In addition, all stock
options held by Executive shall immediately vest and all reacquisition rights or restrictions to other securities held by Executive
shall be released or terminated.


 


(c) Termination by Death. In the
event of the Executive’s death during his period of employment, the Company’s obligation to make payments under this
Agreement shall terminate on the date of death, except the Company shall pay the Executive’s estate or surviving designated
beneficiary or beneficiaries, as appropriate, Severance Pay (as defined in Section 5(e)).


 


(d) Voluntary Termination. In the event
Executive wishes to resign for any reason, the Executive shall give at least thirty (30) days prior written notice of such resignation
to the Board of Directors. Any such notice shall not relieve either the Executive or the Company of their mutual obligations to
perform under this Agreement or to relieve the Company to compensate the Executive during such notice period for any earned but
unpaid salary and bonus and reimburse business expenses incurred but not reimbursed as of his date of termination.


  







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(e) Termination Without Cause. In the event
that the Company terminates the Executive’s employment without Cause at a date that is following the Effective Date, (1)
Executive’s options for one year after such termination shall vest immediately; (2) the Company shall immediately pay to
Executive or estate $200,000 in one lump sum payment (less applicable tax withholdings; and (3) the Company shall immediately pay
the Executive for all accrued and untaken vacation time that has not expired (the vesting of options and the compensation paid
to Executive set forth in clauses 1 through 3 of this Section 5(e) shall be referred to herein as “Severance Pay”).


 


(f) Good Reason. Executive may terminate
his employment for Good Reason so long as Executive tenders his resignation to the Company within 45 days after the occurrence
of the event which forms the basis for his resignation for Good Reason. Executive shall provide written notice to the Company describing
the nature of the event which forms the basis for Executive’s resignation for Good Reason, and the Company shall thereafter
have ten (10) days to cure such event. Good Reason shall mean the occurrence of any of the following without the written consent
of the Executive or his approval in his capacity as the Chief Executive Officer:


 


(i) Any material diminution of
Executive positions, duties, responsibilities hereunder, the assignment of his duties that are inconsistent with his current position;
a change in his reporting relationship; or a change in his titles and authority;


 


(ii) The requirement of the Executive
to relocate to locations other than those provided in Section 4 hereof; or


 


(iii) Any material breach of
this Agreement by the Company.


 


In the event that the Executive terminates
this Agreement for Good Reason at a date that is following the Effective Date, the Company shall pay to Executive Severance Pay.
The Executive's right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical
or mental illness.


 


(g) Financing. If the Effective Date does
not occur prior to September 30, 2020, this Agreement and the Executives employment hereunder will terminate; provided, however,
upon such termination, the Executive shall be paid 5% of gross revenues from sales of products to buyers introduced to the Company
by the Executive that occur from the beginning of the Employment Period to the one year anniversary thereof.


 


(h) Mitigation. The Executive shall not
be required to mitigate damages with respect to the termination of his employment under this Agreement by seeking other employment
or otherwise, and there shall be no offset against amounts due the Executive under this Agreement on account of subsequent employment
except as specifically provided in this Section 5. Additionally, amounts owed to the Executive under this Agreement shall not be
offset by any claims the Company may have against the Executive, and the Company's obligation to make the payments provided for
in this Agreement, and otherwise to perform its obligations hereunder, shall not be affected by any other circumstances, including,
without limitation, any counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.


  







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6. Change of Control Matters.


 


If as a result of a Change in
Control, the Executive is required to pay an excise tax on "excess parachute payments" (as defined in Section
280G(b) of the Code) under Section 4999 of the Code solely as a result of an acceleration of the vesting of
options/restricted stock, the Company shall reimburse the Executive for the amount of such taxes paid. In addition, the
Company shall pay the Executive such additional amounts as are necessary to place the Executive in the same financial
position that he would have been in if he had not incurred any tax liability under Section 4999 of the Code as a result of
such change in control; provided, however, that the Company shall in no event pay the Executive any amounts with respect to
any penalties or interest due under any provision of the Code. The determination of the amount, if any, of any "excess
parachute payments" and any tax liability under Section 4999 of the Code shall be made by a nationally-recognized
independent accounting firm selected by the Executive. The fees and expenses of such accounting firm shall be paid by the
Company. The determination of such accounting firm shall be final and binding on the parties. The Company agrees to pay to
the Executive any amounts to be paid or reimbursed under this Paragraph 6 within three (3) days after receipt by the Company
of written notice from the accounting firm which sets forth such accounting firm's determination.


 


(c) For the purposes of this Agreement,
 "Change in Control" shall occurrence of any of the following events: (a) any "person" or "group"
(as such terms are used in Sections 12(d) and 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Executive is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right
to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than
40% of the total outstanding voting stock, units or ownership of the Company; (b) the Company consolidates with, or merges with
or into another or conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any , or any consolidates
with or merges with or into the Company, in any such event, pursuant to a transaction in which the outstanding voting stock of
the Company is converted into or exchanged for cash, securities or other property; (c) individuals who are members of the Company’s
Board of Directors at Closing of the initial seed round of funding or a Series A Preferred Stock financing cease for any reason
to at least constitute a majority thereof; or (d) the Company is liquidated or dissolved or a special resolution is passed by the
stockholders of the Company approving the plan of liquidation or dissolution.


 


7. Confidential Information.


 


The Executive acknowledges that he has
received and will receive or conceive, in carrying on or in the course of his work during his employment with the Company, confidential
information pertaining to the activities, the technologies, the operations and the business, past, present and future, of the Company
or its officers, directors, shareholders, agents or related or associated companies collectively (“Affiliates”), which
information is not in the public domain. The Executive acknowledges that such confidential information belongs to the Company and/or
its Affiliates and that its disclosure or unauthorized use could be damaging or prejudicial to the Company and/or its Affiliates
and contrary to their best interests. Accordingly, the Executive agrees to respect the confidentiality of such information and
not to make use of or disclose it to, or to discuss it with, any person, other than in the ordinary course of his duties with the
Company and its Affiliates, or as required under applicable law. This undertaking to respect the confidentiality of such information
and not to make use of or disclose or discuss it to or with any person shall survive and continue to have full effect notwithstanding
the termination of the Executive’s employment with the Company, so long as such confidential information does not become
public as a result of an act by the Company or a third party, which act does not involve the fault of one of its executives. Nothing
in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency
or entity, including but not limited to the U.S. Department of Justice, the Securities and Exchange Commission, the U.S. Congress,
and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal
law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive
is not required to notify the Company that I have made such reports or disclosures.





  






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8. Non-Solicitation


 


(a) Except as otherwise prohibited in the
State of New York, the Executive shall not compete with the Company in the businesses that its subsidiaries are engaged in. Executive
shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Company or with
any of its subsidiaries, including, without limitation, as an executive, director, officer, employer or principal, unless such
participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any
interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender
or silent partner that is in competition with the business of the Company or any of its subsidiaries. This noncompetition covenant
is limited as follows:


 


(1)       As
to the time period, to the duration of the Executive’s employment and for a period of 18 months following the date of
termination of his employment;


(2)       As
to the geographical area, the territory in which the Company and/or its subsidiaries operated during the two years preceding
the employment termination date.


 


(b) The Executive also undertakes, for
the same period and in respect of the same territory referred to hereinabove in subsections 8(a)(1) and (2), not to solicit clients
for sales of products that are competitive with products that are sold by any of the Company’s subsidiaries or do anything
whatsoever to induce or to lead any person to end, in whole or in part, business relations with the Company or any of its subsidiaries.


 


(c) The Executive also undertakes, for
the same period and in respect of the same territory referred to hereinabove in subsections 8(a)(1) and (2), not to induce, attempt
to induce or otherwise interfere in the relations which the Company or which any of its subsidiaries has with their distributors,
suppliers, representatives, agents and other parties with whom the Company or any of its subsidiaries deals.


 


(d) The Executive also undertakes, for
the same period and in respect of the same territory referred to in subsections 8(a)(1) and (2), not to induce, attempt to induce
or otherwise solicit the personnel of the Company to leave their employment with the Company or any of its subsidiaries nor to
hire the personnel of the Company or any of its subsidiaries for any enterprise in which the Executive has an interest.


 


(e) The Executive acknowledges that the
provisions of this Section 8 are limited as to the time period, the geographic area and the nature of the activities to what the
parties deem necessary to protect the legitimate interests of the Company and its subsidiaries, while allowing the Executive to
earn his living.


 


(f) Nothing in this Section 8 shall operate
to reduce or extinguish the obligations of the Executive arising at law or under this contract which survive at the termination
of this Agreement in reason of their nature and, in particular, without limiting the foregoing, the Executive’s duty of loyalty
and obligation to act faithfully, honestly and ethically.







  






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9. Indemnification.


 


(a) General. The Company agrees that, beginning
on the earlier of (x) the date on which Director & Officer Liability Insurance is procured by the Company and (y) the Effective
Date, it will maintain industry standard Director & Officer Liability Insurance and that if the Executive is made a party or
is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
 "Proceeding"), by reason of the fact that the Executive is or was a trustee, director or officer of the Company, or any
of their Affiliates or is or was serving at the request of the Company, or any of their Affiliates as a trustee, director, officer,
member, employee or agent of another corporation or a partnership, joint venture, limited liability company, trust or other enterprise,
including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged
action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director,
officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent authorized
by Delaware law and as otherwise allowed by law, as the same exists or may hereafter be amended, against all Expenses incurred
or suffered by the Executive in connection therewith unless such Expenses are the result of the Executive’s gross negligence
or willful misconduct, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer,
director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and
administrators. The Company shall not provide indemnification for any Expenses paid for under the terms of the Company’s
Director & Officer Liability Insurance.


 


(b) Expenses. As used in this Agreement,
the term "Expenses" shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise
taxes, settlements, and costs, attorneys' fees, accountants' fees, and disbursements and costs of attachment or similar bonds,
investigations, and any expenses of establishing a right to indemnification under this Agreement.


 


(c) Enforcement. If a claim or request
under this Section 9 is not paid by the Company or on its behalf, within thirty (30) days after a written claim or request has
been received by the Company, the Executive may at any time thereafter bring suit against the Company to recover the unpaid amount
of the claim or request and if successful in whole or in part, the Executive shall be entitled to be paid also the expenses of
prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable
Delaware law.


 


(d) Partial Indemnification. If the Executive
is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but
not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive for the portion of such Expenses
to which the Executive is entitled.


 


(e) Notice of Claim. The Executive shall
give to the Company notice of any claim made against his for which indemnification will or could be sought under this Agreement.
In addition, the Executive shall give the Company such information and cooperation as it may reasonably require and as shall be
within the Executive's power and at such times and places as are convenient for the Executive.


 


(f) Defense of Claim. With respect to any
Proceeding as to which the Executive notifies the Company of the commencement thereof:


 


		(i)	The Company will be entitled to participate therein
at its own expense;



		(ii)	Except as otherwise provided below, to the extent that
it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive,
which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors
of the Company or any subsidiary. The Executive also shall have the right to employ his own counsel in such action, suit or proceeding
if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the Executive, and
under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.



		(iii)	The Company shall not be liable to indemnify the Executive
under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company
shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly
by the Company or limitation on the Executive without the Executive's written consent. Neither the Company nor the Executive will
unreasonably withhold or delay their consent to any proposed settlement.










  






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(g) Non-Exclusivity. The right to indemnification
and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 9
shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute or certificate
of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees
or otherwise.


 


10. Legal Fees and Expenses.


 


If any contest or dispute shall arise between
the Company and the Executive regarding any provision of this Agreement, the Company shall reimburse the Executive for all legal
fees and expenses reasonably incurred by the Executive in connection with such contest or dispute, but only if the Executive prevails
to a substantial extent with respect to the Executive's claims brought and pursued in connection with such contest or dispute.
Such reimbursement shall be made as soon as practicable following the resolution of such contest or dispute (whether or not appealed)
to the extent the Company receives reasonable written evidence of such fees and expenses.


 


11. Successors; Binding Agreement.


 


(a) Company's Successors. No rights or
obligations of the Company under this Agreement may be assigned or transferred, except that the Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall
include any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement
provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation
of law.


 


(b) Executive's Successors. No rights
or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to
payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the
Executive's death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable
by the Executive's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person
succeeds to the Executive's interests under this Agreement. If the Executive should die following his Date of Termination
while any amounts would still be payable to Executive hereunder if he had continued to live, all such amounts unless
otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed
in writing by the Executive, or otherwise to his legal representatives or estate.





  






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12. Governing Law.


 


This Agreement and the rights and obligations
of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein.


 


13. Arbitration. 


 


Any controversy arising out of or relating
to this Agreement or any termination thereof shall be submitted to and settled by the American Arbitration Association and pursuant
to the Commercial Arbitration Rules. The venue for any arbitration shall be New York, New York. The parties hereto and all who
may claim under them shall be conclusively bound by the determination of such arbitration. The parties hereby submit to the in
personam jurisdiction of the courts of the State of New York and the Federal courts located therein (and expressly waive any
defenses to personal jurisdiction by such courts) for the purpose of confirming, vacating or modifying any award pursuant to such
arbitration and entering judgment thereon.


 


14. Notice.


 


For the purposes of this Agreement, notices,
demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given
when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed
to the Executive at his residence address most recently filed with the Company.


 


15. Miscellaneous.


 


No provisions of this Agreement may be
amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the Executive and by a duly
authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by
either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties
hereunder of this Agreement shall survive the Executive's termination of employment and the termination of this Agreement to the
extent necessary for the intended preservation of such rights and obligations.


 


16. Validity.


 


The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.


 


17. Counterparts.


 


This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.







  






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18. Entire Agreement.


 


This Agreement set forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative
of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter
contained herein is hereby terminated and canceled.


 


19. Withholding.


 


All payments hereunder shall be subject
to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.


 


20. Section Headings.


 


The section headings in this Employment
Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.


 


 


 


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above written.


 


APPLIED UV, INC.


 


 


		 	 
	Max Munn, President	 	






 


 


EXECUTIVE


 


 


		 	 
	By: Keyoumars Saeed	 	



 






  



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