REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of November 1, 2021 (the “Execution Date”), is entered into by and between IIOT-OXYS, Inc., a Nevada corporation with its principal executive office at 705 Cambridge St., Cambridge, MA 02141 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2023 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2023, between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT IIOT-OXYS, INC.Common Stock Purchase Warrant • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 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”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • December 3rd, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of November 1, 2021 (the “Execution Date”), is entered into by and between IIOT-OXYS, Inc., a Nevada corporation with its principal executive office at 705 Cambridge St., Cambridge, MA 02141 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 29, 2019, by and between IIOT-OXYS, INC., a Nevada corporation, with headquarters located at 705 Cambridge Street, Cambridge, MA 02141 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
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. • June 23rd, 2020 • Services-prepackaged software • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received Vidhyadhar Mitta, or his 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 156,250 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 Note) has occurred and has not been cured. The purchase price of one (1) Common Share under this Warrant shall be equal to the
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”).
EMPLOYMENT CONTRACTEmployment Contract • August 13th, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Re:Finder’s Fee Agreement Dear Clifford Emmons:IIOT-OXYS, Inc. • November 13th, 2023 • 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”).
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”).
AMENDMENT No. 1 TO CONSULTING AGREEMENTConsulting 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.
AMENDMENT No. 2 TO 12% SECURED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 22nd, 2023 • IIOT-OXYS, Inc. • Services-prepackaged software
This Amendment No. 2 to the 12% Secured Convertible Promissory Note (this “Amendment”), dated effective August 2, 2022 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and Vidhyadhar Mitta, an individual (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% Secured Convertible Promissory Note dated August 2, 2019 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
SECURITY AGREEMENTSecurity Agreement • August 8th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated and effective as of August 2, 2019 made by IIOT-OXYS, Inc., a Nevada corporation (“Debtor”), in favor of Vidhyadhar Mitta, an individual (the “Secured Party”).
Extension No. 3 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 27th, 2022 • IIOT-OXYS, Inc. • Services-prepackaged software
This Extension No. 3 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as amended, in the principal amount of $100,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada 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 Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
ContractIIOT-OXYS, Inc. • August 8th, 2019 • Services-prepackaged software • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ENCUMBERED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IIOT-OXYS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT.
Extension No. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 13th, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software
This Extension No. 1 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”) in the principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada 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 Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020 issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts
Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company, with offices at of 24 Freedom Trail, Dennis, Massachusetts, 02638 (the "Consultant").
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”).
AMENDMENT No. 3 TO 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTEIIOT-OXYS, Inc. • April 14th, 2022 • Services-prepackaged software
This Amendment No. 3 to the 12% Senior Secured Convertible Promissory Note (this “Amendment”) dated December 14, 2021 is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and YVSGRAMORAH LLC (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 March 6, 2019, as amended, issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
AMENDMENT No. 4 TO 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTEIIOT-OXYS, Inc. • May 16th, 2022 • Services-prepackaged software
This Amendment No. 4 to the 12% Senior Secured Convertible Promissory Note (this “Amendment”) dated effective March 1, 2022 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, as amended, issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
Extension No. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • December 3rd, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software
This Extension No. 2 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as amended, in the principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada 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 Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
SECURITIES EXCHANGE AGREEMENT by and among GOTHAM CAPITAL HOLDINGS, INC. OXYS CORPORATION and THE SHAREHOLDERS OF OXYS CORPORATION Dated effective as of March 16, 2017Securities Exchange Agreement • August 3rd, 2017 • IIOT-OXYS, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of August 2, 2019 (the “Effective Date”) by and among IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and Vidhyadhar Mitta, an individual (the “Purchaser”). Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Note or Warrant (defined below).
EMPLOYMENT CONTRACTEmployment Contract • July 27th, 2022 • IIOT-OXYS, Inc. • Services-prepackaged software • Massachusetts
This Employment Contract dated effective the 1st day of April 2022, (the “Effective Date”) is by and between Karen McNemar, the Company’s Chief Operations Officer and Interim Chief Financial Officer (hereinafter referred to as the “Employee”), and IIOT-OXYS, Inc., a Nevada corporation (hereinafter referred to as the “Company” or the “Employer”).
AMENDMENT No. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEIIOT-OXYS, Inc. • November 16th, 2020 • Services-prepackaged software
This Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note (this “Amendment”), dated September 21, 2020 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and Catalytic Capital LLC (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 Senior Secured Convertible Promissory Note dated March 6, 2019 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
Re: Finder’s Fee AgreementIIOT-OXYS, Inc. • December 3rd, 2021 • 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”).
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 CONSULTING AGREEMENTConsulting Agreement • October 11th, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software
This Amendment No. 1 to the Consulting Agreement (this “Amendment”), dated effective April 23, 2018, 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 Consulting Agreement dated April 23, 2018 between the Client and the Consultant (the “Agreement”), attached hereto as Exhibit A.
Termination AgreementTermination Agreement • August 1st, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software
This Termination Agreement (the “Agreement”), dated effective the 4th day of June 2018, (the “Effective Date”) is by and between Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company (hereinafter referred to as the “Consultant”), and IIOT-OXYS, Inc., a Nevada corporation (hereinafter referred to as the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • April 16th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada
This Settlement Agreement (the “Agreement”), entered into effective the 20th day of September, 2018, is by, between, and among IIOT-OXYS, Inc., a Nevada corporation (hereinafter the “Client”), HereLab, Inc., a Delaware corporation and wholly-owned subsidiary of the Client (“HereLab”), OXYS Corporation, a Nevada corporation and wholly-owned subsidiary of the Client (“OXYS”), and Patrick Phillips, an individual located at 10 Rock Pond Road, West Tisbury MA 02575 (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software • New York
This Consulting Agreement (the "Agreement") is dated as of October l, 2017, with exclusive effectiveness as of October 1, 2017 (the "Effective Date"), by and between OXYS Corp. 705 Cambridge STR Cambridge, MA 02141 (the "Company"), and DATHNA Partners LLC, having an address at 40 Richards Road, Port Washington, NY 11050 (the "Consultant") (collectively the "Parties").
AMENDMENT NO. 5 TO 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTEIIOT-OXYS, Inc. • November 13th, 2023 • Services-prepackaged software
This Amendment No. 5 to the 12% Senior Secured Convertible Promissory Note (this “Amendment”) dated effective March 1, 2023 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, as amended, issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
DRACO FINANCIAL CONSULTING AGREEMENTDraco Financial Consulting Agreement • June 8th, 2018 • IIOT-OXYS, Inc. • Services-prepackaged software • Florida
This consulting agreement (this "Agreement") ,is effective as of 12/1/2017 and is entered by and between IIoT-OXYS, Inc. (the "Company") and Draco Financial LLC. A Florida Limited Liability Company ("Consultant"), together the Parties (the "Parties").
