AMENDMENT
TO INDEPENDENT CONSULTANT AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made the 4th day of December, 2018.


 


BETWEEN:


 


MICHAEL
A. BLUM, an individual, with an address of 2212 Glenbrook Way, Las Vegas, NV 89117


 


(the
“Consultant”)


 


AND:


 


ICOX
INNOVATIONS INC., a corporation incorporated under the laws of the state of Nevada and having an address at 4101 Redwood Ave,
Building F, Los Angeles, CA 90066


 


(the
“Company”)


 


(the
Consultant and the Company are collectively referred to as the “Parties”)


 


WHEREAS:


 


	A.	The
                                         Consultant and the Company entered into an independent consultant agreement dated October
                                         9, 2017 (the “Consultant Agreement”);
	 	 
	B.	In
                                         order to accommodate the appointment of Swapan Kakumanu as the Chief Financial Officer
                                         of the Company in connection with the listing of shares of the Company’s common
                                         stock on the TSX Venture Exchange, the Company wishes to remove the Consultant as the
                                         Chief Financial Officer of the Company to be effective as at 9:29 a.m. (Eastern time)
                                         on December 4, 2018;
	 	 
	C.	The
                                         Parties seek to amend the Consultant Agreement to:



 


		(i)	modify
                                         the Consultant’s position with the Company to Chief Operating Officer, effective
                                         as at 9:30 a.m. (Eastern time) on December 4, 2018,
	 	 	 
		(ii)	modify
                                         the consulting fee payable by the Company to the Consultant to $12,000 per month following
                                         December 4, 2018, and
	 	 	 
		(iii)	modify
                                         the services to be provided by the Consultant to the Company to reflect the Consultant’s
                                         new position with the Company as Chief Operating Officer,



 


all
as further described in this Agreement;


 


	D.	Pursuant
                                         to Section 8.1 of the Consultant Agreement, the Parties may amend the Consultant Agreement
                                         by mutual written agreement; and



 






    	 



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	E.	Capitalized
                                         terms used herein, including the recitals, and not otherwise defined herein shall have
                                         the meaning ascribed to them in the Consultant Agreement;



 


NOW
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged by each party, the Parties hereto
agree as follows:


 


	1.	Amendments
                                         to Consultant Agreement



 


	1.1.	The
                                         Parties hereby agree to make the following amendments to the Consultant Agreement:



 


		(a)	Section
                                         1.1 of the Consultant Agreement is deleted in its entirety and replaced with the following:



 


Commencing
on the Effective Date and ending at 9:29 a.m. (Eastern time) on December 4, 2018, the Consultant will hold the position of Chief
Financial Officer and provide such services to the Company as are described in Schedule A to this Agreement (the “CFO
Services”). Commencing as at 9:30 a.m. (Eastern time) on December 4, 2018 (the “New Effective Date”),
the Consultant will hold the position of Chief Operating Officer and provide such services to the Company as are described in
Schedule B to this Agreement (the “COO Services” and together with the CFO Services, the “Services”).
The Consultant will also provide any other services not specifically mentioned in Schedule A or B, as applicable, but which, by
reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the
Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement.


 


		(b)	Section
                                         3.1 of the Consultant Agreement is deleted in its entirety and replaced with the following:



 


As
compensation for carrying out the Services during the term of this Agreement, the Company agrees to pay to the Consultant a signing
bonus of $25,000, payable within 30 days of the Effective Date, and a consulting fee in the amount of $10,000 per month before
the New Effective Date and $12,000 per month commencing the New Effective Date, to be paid on a monthly basis at the end of each
month.


 


		(c)	The
                                         following is added as Schedule B of the Consultant Agreement:



 


		SERVICES



 


Defined
terms used but not otherwise defined in this Schedule B have the meaning ascribed thereto in the Independent Consultant Agreement
dated effective October 1, 2017, as amended on December 4, 2018 (the “Agreement”) between Michael A. Blum (the
“Consultant”) and ICOX Innovations Inc. (the “Company”) of which this Schedule B forms part.



 






    	 



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The
Services to be provided by the Consultant under the Agreement are as follows: 


 


		(a)	Plan
                                         and direct all aspects of the Company’s operational policies, objectives, and initiatives;
                                         



 


		(b)	Develop
                                         policies and procedures for operational processes in order to ensure optimization and
                                         compliance with established standards and regulations;



 


		(c)	Business
                                         development on behalf of the Company;



 


		(c)	All
                                         other duties generally associated with being a Chief Operating Officer; and



 


		(d)	Such
                                         other activities as are reasonably directed by the Board.



 


	2.	General



 


	2.1.	Except
                                         as amended hereby, the Consultant Agreement continues in full force and effect and the
                                         Consultant Agreement and this Agreement will be read and construed together as one agreement.
                                         The Parties ratify and affirm the Consultant Agreement as amended hereby (the “Amended
                                         Consultant Agreement”), and agree that the Amended Consultant Agreement contains
                                         the entire understanding of the Parties hereto with respect to the subject matter hereof.
                                         The Amended Consultant Agreement supersedes all prior agreements and understandings between
                                         the Parties with respect to the subject matter hereof.



 


	2.2.	Each
                                         Party, upon the request of the other Party, shall do, execute, acknowledge and deliver,
                                         or cause to be done, executed, acknowledged or delivered, all such further acts, deeds,
                                         documents and assurances as may be reasonably necessary or desirable to give effect to
                                         the transactions contemplated by the Amended Consultant Agreement.



 


	2.3.	Each
                                         Party will be responsible for all of his or its own expenses, legal and other professional
                                         fees, disbursements, and all other costs incurred in connection with the negotiation,
                                         preparation, execution and delivery of this Agreement and all documents and instruments
                                         relating hereto. The Parties agree that they have had adequate opportunity to seek independent
                                         legal advice with respect to the subject matter of this Agreement, and have either obtained
                                         such advice or consciously chosen not to do so with full knowledge of the risks associated
                                         with not obtaining such legal advice.



 


	2.4.	The
                                         Amended Consultant Agreement is governed by and construed in accordance with the laws
                                         of the State of Nevada and the federal laws of the United States of America applicable
                                         herein, and the Parties irrevocably submit to the exclusive jurisdiction of courts of
                                         competent jurisdiction in the State of Nevada.



 


	2.5.	This
                                         Agreement is effective as of the day, month and year written on the first page hereof
                                         notwithstanding the actual date of execution.



 


	2.6.	This
                                         Agreement may be executed in counterpart and such counterparts together shall constitute
                                         a single instrument. Delivery of an executed counterpart of this Agreement by electronic
                                         means, including by DocuSign, facsimile transmission or by electronic delivery in portable
                                         document format (“.pdf”), shall be equally effective as delivery of a manually
                                         executed counterpart hereof. The Parties acknowledge and agree that in any legal proceedings
                                         between them respecting or in any way relating to this Agreement, each waives the right
                                         to raise any defense based on the execution hereof in counterparts or the delivery of
                                         such executed counterparts by electronic means.



 


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IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day, month and year first above written.


 


	ICOX
INNOVATIONS INC.
	 
	 	 
	By:	/s/
    James P. Geiskopf	 
	Name:	 James P. Geiskopf 	 
	Title:	 Lead Director	 


 


	SIGNED
                                         by MICHAEL A. BLUM

                           in
                           the presence of:
	)

    )

    )	 
	 	)	 
	Signature	)	 
	 	)	/s/
    Michael A. Blum
	Print
    Name	)	MICHAEL
    A. BLUM
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	Address	)	 
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