Exhibit 10.1


 


AMENDMENT
No. 1 TO 12% SECURED CONVERTIBLE PROMISSORY NOTE


 


This Amendment No. 1 to the
12% Secured Convertible Promissory Note (this “Amendment”), dated effective August 2, 2021 (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.


 


RECITALS


 


WHEREAS, on August
2, 2019, the Borrower issued to the Holder the Note in the principal amount of up to $125,000;


 


WHEREAS, the Note matures
on August 2, 2021; and


 


WHEREAS, the Parties
wish to amend the Note to extend the maturity date from August 2, 2021 to August 2, 2022.


 


THEREFORE, in consideration
of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as set forth below.


 


AGREEMENT


 


1.                  
Extension of Maturity Date. Pursuant to Section 7.4 of the Note, Section 1.2 be and hereby is revised so, as amended,
reads as follows:


 


1.2       Maturity
Date. The outstanding principal of this Note (the “Outstanding Principal”) together with any accrued and unpaid interest
thereon (the “Outstanding Interest”), shall all be due and payable on August 2, 2022 (the “Maturity Date”).


 


2.                  
Waiver of Prior Defaults. Upon entering into this Amendment, the Holder hereby waives all Events of Default, known or
unknown to the Holder, by Borrower prior to the Effective Date.


 


3.                  
No Other Changes. Except as amended hereby, the Note will continue to be, and will remain, in full force and effect.
Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of,
any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future
under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time.


 


4.                  
Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Amendment.
This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives,
successors, and assigns.


 


5.                  
Governing Law and Venue. This Amendment and the rights and duties of the Parties hereto will be construed and determined
in accordance with the terms of the Note.


 


 


 


 






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6.                  
Incorporation by Reference. The terms of the Note, except as amended by this Amendment, are incorporated herein by reference
and will form a part of this Amendment as if set forth herein in their entirety.


 


7.                  
Counterparts; Facsimile Execution. This Amendment may be executed in any number of counterparts and all such counterparts
taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or email
will be equally as effective as delivery of a manually executed counterpart of this Amendment.


 


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IN WITNESS WHEREOF,
each of the undersigned has executed this Amendment the respective day and year set forth below:


 


	BORROWER:	IIOT-OXYS, Inc.
	 	 	 
	 	 	 
	Date:  August 2, 2021	By	/s/ Clifford L. Emmons
	 	 	Clifford L. Emmons, CEO
	 	 	 
	HOLDER:	 
	 	 	 
	 	 	 
	Date:  August 2, 2021	By	/s/ Vidhyadhar Mitta
	 	 	Vidhyadhar Mitta, an Individual


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


12% Secured Convertible Promissory Note dated August
2, 2019


 


[See Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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