Exhibit 10.8


 





APPLIED UV, INC.


Notice of Non-Qualified Stock
Option Grant


 


You
(the “Optionee”) have been granted the following option (the “Option”) to purchase Common
Stock of Applied UV, Inc. (the “Company”), par value $0.0001 per share (“Share”):


 


	Name of Optionee:	Adam Auerbach.
	 	 
	Total Number of Shares	 
	Subject to Option:	2500.
	 	 
	Type of Option:	Non-Qualified Stock Options (NQSOs).
	 	 
	Exercise Price Per Share:	The greater of (x) $0.50 and (y) Market Value on the Effective Date of Grant.
	 	 
	 	“Market Value on the Effective Date of Grant” means the per share market value of the Shares as set forth in a valuation prepared by an independent valuation company engaged by the Company that is reasonable under Regulation 409A-1(b)(5)(iv)(B) of the Internal Revenue Service Code as of the Effective Date of Grant; provided however, if on the Effective Date of Grant the Shares are listed on a national exchange or quoted on an established quotation system, then “Market Value on the Effective Date of Grant” shall mean the closing price of the Shares listed on such national exchange or quoted on such quotation system on the Trading Day immediately prior to the Effective Date of Grant.
	 	 
	 	“Trading Day” means a day on which the principal Trading Market is open for trading. 
	 	 
	 	“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
	 	 
	Effective Date of Grant:	April 1, 2020.

	 	 
	Vesting Schedule:	Options for the purchase of 625 shares of Common Stock shall vest quarterly for a period of one year, beginning on the last day of the quarter following the Effective Date of Grant.
	 	 
	Expiration Date:	Upon the Optionee no longer being a member of the Board of Directors of the Company for any reason, any unvested options (as determined using the Vesting Schedule) shall expire and no longer be exercisable. The options shall not be exercisable later than the tenth (10th) anniversary date of the Effective Date of Grant.


 




     


     


    

 


This grant is subject to all
of the terms and conditions set forth in the Non-Qualified Stock Option Agreement (the “Agreement”), attached hereto
as Exhibit A. This grant is made and granted as a stand-alone award and is not granted under or pursuant to the Company’s
2020 Omnibus Incentive Plan (the “Plan”). However, unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Agreement.


 


By your signature and the signature
of the Company’s representative below, you and the Company agree and acknowledge that this Option is governed by the terms
and conditions of the attached Non-Qualified Stock Option Agreement, which are incorporated herein by reference, and that you have
been provided with a copy of the Plan and Non-Qualified Stock Option Agreement.


 


 


 


	Optionee:	APPLIED UV, INC.
	 	 
	 	 
	By: __________________	By: __________________
	Name: Adam Auerbach	Name: Max Munn
	 	Title: President
	 	
         

         

        By: __________________

	 	Name: Ross Carmel
	 	Title: Secretary


 




     


     


    

  


Exhibit A


 


APPLIED
UV, INC.


Non-Qualified
Stock Option Agreement


 


Section 1. Grant of Option.


 


(a) Option. On the terms and conditions
set forth in the Notice of Non-Qualified Stock Option Grant (the “Grant Notice”) and this Non-Qualified Stock
Option Agreement (the “Agreement”), the Company grants to the Optionee on the Effective Date of Grant the option
(the “Option”) to purchase at the Exercise Price the number of Shares set forth in the Grant Notice.


 


(b) Plan and Defined Terms. The
Option granted by this Agreement is granted as a stand-alone grant, separate and apart from, and outside of, the Plan, and shall
not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, conditions, and definitions
set forth in the Plan shall apply to the Option as though the Option had been granted under the Plan, and the Option shall be subject
to such terms, conditions, and definitions, which are hereby incorporated into this Agreement by reference; provided that, for
the avoidance of doubt, the Option granted by this Agreement shall not reduce and shall have no impact on the number of shares
available for grant under the Plan. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions
of this Agreement will govern. All capitalized terms that are used in the Grant Notice or this Agreement and not otherwise defined
therein or herein shall have the meanings ascribed to them in the Plan.


 


Section 2. Right to Exercise.


 


The Option hereby granted shall be exercised
by written notice to the Committee, specifying the number of Shares the Optionee desires to purchase together with provision for
payment of the Exercise Price. Subject to such limitations as the Committee may impose (including prohibition of one more of the
following payment methods), payment of the Exercise Price may be made by check payable to the order of the Company, for an amount
in United States dollars equal to the aggregate Exercise Price of such Shares, (b) by tendering to the Company Shares having an
aggregate Fair Market Value equal to such Exercise Price, (c) by broker-assisted exercise, or (d) by a combination of such methods,
or (e) by a cashless exercise. The Company may require the Optionee to furnish or execute such other documents as the Company shall
reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the requirements of the Securities Act
of 1933, as amended, the Exchange Act, applicable state or non-U.S. securities laws or any other law.


 


Section 3. Term and Expiration.


 


(a) Basic Term.
Subject to earlier termination pursuant to the terms here, the Option shall expire on the expiration date set forth in the Grant
Notice.


 


(b) Termination
of Employment or Service. If the Optionee’s employment or service as a Director or Consultant, as the case may be, is
terminated, the Option shall expire on the earliest of the following occasions:


 


(i) The expiration date
set forth in the Grant Notice;


 






     


     


    

 


(ii) Three months following
the termination of the Optionee’s employment or service for any reason other than Cause, death, or Disability;


 


(iii) One year following
the termination of the Optionee’s employment or service due to death or Disability; or


 


(iv) The date of termination
of the Optionee’s employment or service for Cause.


 


The Optionee may exercise
all or part of this Option at any time before its expiration under the preceding sentence, but, subject to the following sentence,
only to the extent that the Option had become vested before the Optionee’s employment or service terminated. When the Optionee’s
employment or service terminates, this Option shall expire immediately with respect to the number of Shares for which the Option
is not yet vested. If the Optionee dies after termination of employment or service, but before the expiration of the Option, all
or part of this Option may be exercised (prior to expiration) by the personal representative of the Optionee or by any person who
has acquired this Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the Option was
vested and exercisable upon termination of the Optionee’s employment or service.


 


(c) Definition of
 “Cause.” The term “Cause” shall have the meaning ascribed to such term in the Optionee’s
employment agreement with the Company or any Subsidiary. If the Optionee’s employment agreement does not define the term
 “Cause,” or if the Optionee has not entered into an employment agreement with the Company or any Subsidiary,
the term “Cause” shall mean (i) the willful engaging by the Optionee in misconduct that is demonstrably injurious
to the Company or any Parent or Subsidiary (monetarily or otherwise), (ii) the Optionee’s conviction of, or pleading guilty
or nolo contendere to, a felony involving moral turpitude, or (iii) the Optionee’s violation of any confidentiality, non-solicitation,
or non-competition covenant to which the Optionee is subject.


 


(d) Definition of
 “Disability.” The term “Disability” shall have the meaning ascribed to such term in the Optionee’s
employment agreement with the Company or any Subsidiary. If the Optionee’s employment agreement does not define the term
 “Disability,” or if the Optionee has not entered into an employment agreement with the Company or any Subsidiary,
the term “Disability” shall mean the Optionee’s entitlement to long-term disability benefits pursuant
to the long-term disability plan maintained by the Company or in which the Company’s employees participate.


 


Section 4. Transferability of Option.


 


The Option shall not
be transferable by the Optionee other than by will or the laws of descent and distribution, and the Option shall be exercisable
during the Optionee’s lifetime only by the Optionee or on his or her behalf by the Optionee’s guardian or legal representative.


 


Section 5. Investment Intent; Restrictions
on Transfer.


 


Optionee represents
and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and
that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form
and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise
of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and
shall not be required to furnish the Company with the foregoing written statement.


 






     


     


    

 


Optionee further represents
that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions
of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary
to verify the accuracy of such information.


 


Unless and until the
Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification,
stock dividend or other similar capital event shall bear legends in substantially the following form:


 


THESE SECURITIES HAVE NOT
BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


and/or such other legend or legends
as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company’s transfer agent.


 


Section 6. Miscellaneous Provisions.


 


(a) Acknowledgements.


 


(i) The Optionee hereby
acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their
respective terms and conditions. The Optionee acknowledges that there may be tax consequences upon the exercise or transfer of
the Option and that the Optionee should consult an independent tax advisor prior to any exercise of the Option.


 


(b) Tax Withholding.
Pursuant to Article 20 of the Plan, the Company shall have the power and the right to deduct or withhold, or require the Optionee
to remit to the Company, an amount sufficient to satisfy federal, state and local tax purposes, as applicable, including payroll
taxes) that could be imposed on the transaction, and, to the extent the Committee so permits, amounts in excess of the minimum
statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made
in writing, signed by the Optionee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.


 


(c) Notice Concerning
Disqualifying Dispositions. If the Option is an Incentive Stock Option, the Optionee shall notify the Committee of any disposition
of Shares issued pursuant to the exercise of the Option if the disposition constitutes a “disqualifying disposition”
within the meaning of Sections 421 and 422 of the Code (or any successor provision of the Code then in effect relating to disqualifying
dispositions). Such notice shall be provided by the Optionee to the Committee in writing within 10 days of any such disqualifying
disposition.


 






     


     


    

 


(d) Rights as a
Stockholder. Neither the Optionee nor the Optionee’s transferee or representative shall have any rights as a stockholder
with respect to any Shares subject to this Option until the Option has been exercised and Share certificates have been issued to
the Optionee, transferee or representative, as the case may be.


 


(e) Ratification
of Actions. By accepting this Agreement, the Optionee and each person claiming under or through the Optionee shall be conclusively
deemed to have indicated the Optionee’s acceptance and ratification of, and consent to, any action taken under this Agreement
and Grant Notice by the Company, the Board, or the Committee.


 


(f) Notice.
Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery
or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall
be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided
in writing to the Company.


 


(g) Choice of Law.
This Agreement and the Grant Notice shall be governed by, and construed in accordance with, the laws of the State of Delaware,
without regard to any conflicts of law or choice of law rule or principle that might otherwise cause this Agreement or the Grant
Notice to be governed by or construed in accordance with the substantive law of another jurisdiction.


 


(h) Arbitration.
Any dispute or claim arising out of or relating to this Agreement or the Grant Notice shall be settled by binding arbitration before
a single arbitrator in New York and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of this Agreement and
the Grant Notice, provided that all substantive questions of law shall be determined in accordance with the state and Federal laws
applicable in the state in which the Company is incorporated, without regard to internal principles relating to conflict of laws.


 


(i) Modification
or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided,
however, that the adjustments permitted pursuant to Article 4.3 of the Plan may be made without such written agreement.


 


(j) Severability.
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or
invalid provision had not been included.


 


(k) References to
Plan. All references to the Plan shall be deemed references to the Plan as may be amended from time to time.


 


(l) Section 409A
Compliance. To the extent applicable, it is intended that this Agreement comply with the requirements of Code Section 409A
and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or
the Internal Revenue Service and the Agreement and the Grant Notice shall be interpreted accordingly.