AMENDMENT TO EXCHANGE AGREEMENT

EXHIBIT 10.9

AMENDMENT TO EXCHANGE AGREEMENT

This Amendment to Exchange Agreement (the “First Amendment”) is made as of this 15th day of November 2022 by and between Wytec International, Inc., a Nevada corporation (the “Company”), and Xxxxxxx X. Xxxx, an individual (“Gray”), with respect to the following facts:

RECITALS

A. The Company and Gray have entered into that certain exchange agreement, dated October 6, 2022 (the “Agreement”), pursuant to which Xxxx agreed to exchange 1,000 shares of the Company’s Series C Preferred Stock for 3,000,000 shares of the Company’s common stock (the “Exchange”).

B. As of the date of this Amendment, the Exchange has not been closed nor effected in any other manner.

C. The Company and Gray desire to amend the Agreement as provided in this First Amendment in order to amend the closing date of the Exchange.

D. The terms used in this First Amendment will have the meanings ascribed to them in the Agreement unless otherwise defined herein.

NOW, THEREFORE, for one dollar and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Amendment.

Section 1 of the Agreement is hereby amended and restated as follows:

“Effective on the earlier of (i) the effective date of the initial public offering of the Company’s common stock on the NASDAQ Capital Markets or (ii) October 6, 2025, with the closing of the Exchange deemed to be effective on such date (the “Closing”), Gray will tender the Series C Shares to the Company for cancellation in consideration for the issuance to Gray of 3,000,000 Shares. The Shares will be subject to the conditions of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to their transferability, unless and until they are registered with the Securities and Exchange Commission.”

2. Effect of First Amendment.

The Agreement will remain in full force and effect except as specifically modified by this First Amendment. In the event of any conflict between the First Amendment and the Agreement, the terms of this First Amendment will govern.

3. Counterparts.

This First Amendment may be executed simultaneously in any number of counterparts, each of which counterparts will be deemed to be an original and such counterparts will constitute but one and the same instrument.

IN WITNESS WHEREOF, this First Amendment is executed as of the date first above written.

COMPANY: WYTEC INTERNATIONAL, INC.			GRAY
By:	/s/ Xxxxxxx X. Xxxx		/s/ Xxxxxxx X. Xxxx
	Xxxxxxx X. Xxxx, Chief Executive Officer		Xxxxxxx X. Xxxx
By:	/s/ Xxxxx Xxxxx
	Xxxxx Xxxxx, Corporate Secretary