0001683168-20-003118 Sample Contracts

COMMON STOCK PURCHASE WARRANT IIOT-OXYS, INC.
Security Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price of $31,500.00, for the second tranche of $35,000.00 under the convertible promissory note in the principal amount of $105,000.00 issued by the Company (as defined below) to the Holder (as defined below) on August 29, 2019) (the “Note”)), Crown Bridge Partners, LLC (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from IIOT-OXYS, Inc., a Nevada corporation (the “Company”), 175,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).

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AMENDMENT No. 1 TO CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software

This Amendment No. 1 to the Consulting Agreement (this “Amendment”), dated effective January 1, 2020 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Client”), on the one hand, and Antony Coufal, an individual (the “Consultant”), on the other hand. The Client and the Consultant 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 Amended and Restated Consulting Agreement dated February 28, 2019 between the Client and the Consultant (the “Agreement”), attached hereto as Exhibit A.

DEBT FORGIVENESS AGREEMENT
Debt Forgiveness Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is made and entered into and effective as of the 31st day of December, 2019 (the “Effective Date”) by and between IIOT-OXYS, INC., a Nevada corporation (the “Company”), and Clifford L. Emmons, an individual residing in Massachusetts (“Mr. Emmons”).

Re: Finder’s Fee Agreement
Finder’s Fee Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software • New York

As you know, IIOT-OXYS, Inc. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).

DEBT FORGIVENESS AGREEMENT
Debt Forgiveness Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is made and entered into and effective as of the 31st day of December, 2019 (the “Effective Date”) by and between IIOT-OXYS, INC., a Nevada corporation (the “Company”), and Antony Coufal, an individual residing in Massachusetts (“Mr. Coufal”).

AMENDMENT No. 1 TO 5% SECURED CONVERTIBLE PROMISSORY NOTE
5% Secured Convertible Promissory Note • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software

This Amendment No. 1 to the 5% Secured Convertible Promissory Note (this “Amendment”), dated effective January 22, 2020 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and Cambridge MedSpace, LLC, a Massachusetts limited liability company (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 5% Secured Convertible Promissory Note dated January 22, 2019 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.

DEBT FORGIVENESS AGREEMENT
Debt Forgiveness Agreement • September 14th, 2020 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is made and entered into and effective as of the 31st day of December, 2019 (the “Effective Date”) by and between IIOT-OXYS, INC., a Nevada corporation (the “Company”), and Karen McNemar, an individual residing in Connecticut (“Ms. McNemar”).

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