SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____________________, 2019, between IIOT-OXYS, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT IIOT-OXYS, INC.IIOT-OXYS, Inc. • March 12th, 2019 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [____________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in the Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IIOT-OXYS, INC, a Nevada corporation (the “Company”), up to [__________] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”); provided, however, the number of Warrant Shares exercisable pursuant to this Warrant shall increase from 50% to 100% in the Event of Default (as defined in the Notes) has occurred and has not been cured. The purchase price of one Common Share under this Warrant shall be equal
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...IIOT-OXYS, Inc. • March 12th, 2019 • Services-prepackaged software • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), having its principal place of business at 705 Street, Cambridge, MA 02141, designated as its Senior Secured Convertible Note due March 1, 2021 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
AMENDED AND RESTATED Consulting AgreementConsulting Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts
This Amended and Restated Consulting Agreement (the “Agreement”), dated effective the 23rd day of April 2018, (the “Effective Date”) is by and between Antony Coufal (hereinafter referred to as the “Consultant”), and IIOT-OXYS, Inc., a Nevada corporation (hereinafter referred to as the “Company”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of __________, 2019 (this “Agreement”), is among IIOT-OXYS, Inc., a Nevada corporation (the “Company” or the “Debtor”), and the holders of the Company’s 12% Senior Secured Convertible Promissory Notes (the “Lenders”), in the original aggregate principal amount of up to $500,000 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
DRACO FINANCIAL CONSULTING AGREEMENTDraco Financial Consulting Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Florida
This consulting agreement (this “Agreement”) is effective as of March 4 , 2019 and is entered by and between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and Draco Financial LLC, a Florida Limited Liability Company (“Consultant”), together the Parties (the “Parties”).
AMENDMENT No. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software
This Amendment No. 1 to the Common Stock Purchase Warrant (this “Amendment”), dated effective March 6, 2019 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), on the one hand, and Sergey Gogin (the “Holder”), on the other hand. The Company and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Common Stock Purchase Warrant dated January 22, 2018 issued by the Company to the Holder (the “Warrant Agreement”), attached hereto as Exhibit A.
AMENDMENT No. 1 TO 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTEIIOT-OXYS, Inc. • March 12th, 2019 • Services-prepackaged software
This Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note (this “Amendment”), dated effective March 6, 2019 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and Sergey Gogin (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 12% Senior Secured Convertible Promissory Note dated January 22, 2018 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
SETTLEMENT AGREEMENTSettlement Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This Settlement Agreement (the “Agreement”), entered into effective the 5th day of October 2018, is by and between IIOT-OXYS, Inc., a Nevada corporation (hereinafter the “Client”), and Adam Casey, an individual located at 173 Pine Street, Whitman, MA 02382 (the “Consultant”). The Client and the Consultant, individually are referred to as a “party,” and, together, as the “parties.”
