Exhibit 10.1


 


SETTLEMENT AND MUTUAL RELEASE AGREEMENT


 


THIS SETTLEMENT AND
MUTUAL RELEASE AGREEMENT (the "Agreement") dated as of July 29, 2020 (the “Effective Date”), is made by and
between IIOT-OXYS, Inc., a Nevada corporation (the “Company”) and Crown Bridge Partners, LLC, a New York limited liability
company (the "Lender") (together with the Company, the “Parties”).


 


WHEREAS, on
August 29, 2019, the Company issued the Lender a note in the principal amount of $105,000 (the “Note”), of which the
first tranche of $35,000 was funded in September of 2019 (the “First Tranche”) and the second tranche of $35,000 was
funded in May of 2020 (the “Second Tranche”);


 


WHEREAS, in
connection with the funding of the First Tranche and Second Tranche under the Note, the Company issued those certain common stock
purchase warrants to Lender (the “Warrants”); and


 


WHEREAS, the
Note and the Warrants were issued pursuant to the Securities Purchase Agreement dated August 29, 2019 between the Company and the
Lender (the “SPA”).


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:


 


1.                 
Cash Payment. On or before July 31, 2020 (the “Deadline”), the Company shall pay USD$100,000.00 by wire
transfer to the Lender pursuant to the wiring instructions attached hereto as Exhibit A (the “Cash Payment”), for the
full extinguishment of the remaining principal amount, accrued interest, and penalties under the Note as well as the full extinguishment
of all remaining unexercised Warrants.


 


2.                 
Release of Reserve. So long as the Company pays the Cash Payment to Lender on or before the Deadline, Lender will
release all reserved shares of the Company’s common stock under the reserve letter entered into with the Company’s
transfer agent with respect to the Note and Warrants.


 


3.                 
Rescission of Settlement. Notwithstanding anything in this Agreement to the contrary, in the event that the Company
fails to comply with all of the terms of this Agreement, the Lender may declare this Agreement null and void and of no further
force or effect.


 


4.                 
Mutual Release.


 


		a.	So long as the Company fully complies with the terms of this Agreement, the Lender hereby irrevocably
and unconditionally releases the Company and its past, present and future officers, directors, agents, consultants, employees,
representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing
(collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights
of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies,
reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or
indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under
the laws of any jurisdiction, that the Lender or its predecessors, legal representatives, successors or assigns, ever had, now
has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or
thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to the Note, the Warrants,
and the SPA (collectively, the “Lender Released Claims”).



 


 


 






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		b.	The Company hereby irrevocably and unconditionally releases the Lender and its past, present and
future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable,
together with all successors and assigns of any of the foregoing (collectively, the “Lender Released Parties”), of
and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements,
damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings
of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected,
in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives,
successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Lender Released Parties, for, upon,
or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date
with respect to the Note, the Warrants, and the SPA (collectively, the “Company Claims”).



 


		c.	The Lender understands that this releases claims that the Lender may not know about with respect
to the Note, the Warrants, and the SPA. This is the Lender’s knowing and voluntary intent, even though the Lender recognizes
that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might
then regret having signed this Agreement.



 


		d.	The Company understands that this releases claims that the Company may not know about with respect
to the Note, the Warrants, and the SPA. This is the Company’s knowing and voluntary intent, even though the Company recognizes
that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might
then regret having signed this Agreement.



 


		e.	So long as the Company fully complies with the terms of this Agreement, the Lender agrees that
it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking
equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal
proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Lender Released
Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown
to it and including any continuing effects of any acts or practices prior to the Effective Date).



 


		f.	The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted
any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept
any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the
Lender with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the
Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective
Date).



 


5.                 
Miscellaneous. 


 


		a.	Notices. Any notices hereunder to the Company or the Lender shall be in writing. If sent
by electronic mail, such notices shall be deemed to have been given when sent (provided that electronic confirmation of it being
sent is received by the sender). If sent by hand delivery or special courier (e.g., Federal Express), such notices shall be deemed
to have been given on the date of delivery thereof as reflected on written confirmation of such delivery. All notices shall be
addressed as follows (or to such other address or addresses of which any party shall provide written notice to the other parties
hereto).



 


 


 


 






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If to the Company:


 


IIOT-OXYS,
Inc.


705 Cambridge Street




Cambridge,
MA 02141


Attn: Clifford
Emmons, Chief Executive Officer


Email: cliff.emmons@oxyscorp.com


 


If to the Lender:


 


Crown Bridge
Partners, LLC


1173a
2nd Avenue, Suite 126


New York,
NY 10065


Email:
Info@CrownBridgeCapital.com


 


		b.	Amendments. This Agreement may not be changed orally, but only by an agreement in writing
signed by the Company and the Lender.



 


		c.	Headings. The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof.



 


		d.	Execution. This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.



 


		e.	Severability. If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated
and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



 


		f.	Construction. The Parties agree that each of them and/or their respective counsel have reviewed
and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of the this Agreement or any amendments
thereto.



 


 


 


 






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		g.	Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the laws of the Nevada, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state or federal
courts located in New York, NY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts
sitting in New York, NY for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law.



 



		h.	Non-Disparagement. The Company shall not in any written or oral communications with
                                                                any third party, including but not limited to any credit reporting agency, investor, vendor, lender, social media, media, or
                                                                service provider, through any medium, whether tangible, electronic, or otherwise, criticize, ridicule or make any statement
                                                                which, directly or indirectly, disparages, causes any harm to, or negatively affects the Lender Released Parties. The Company
                                                                shall not express any negative opinions of the Lender Released Parties. The provision shall be construed broadly and shall
                                                                govern any written or oral communications, express or implied, made concerning any of the Lender Released Parties and/or the
                                                                Lender Released Parties’ business.



 


		i.	Confidentiality. Except as required by law, the existence and terms of this Agreement shall
be strictly confidential and shall not be disclosed by the Parties, or their representatives, to anyone or any entity under any
circumstances, except to the Parties’ respective attorneys. All the terms of this Agreement, including but not limited to
this provision, are material terms of this Agreement.



 


 


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IN WITNESS WHEREOF, the
Parties have caused this Agreement to be duly executed as of the date first above written.


 


IIOT-OXYS, INC.


 


/s/ Clifford L.
Emmons                        


By: Clifford Emmons


Title: Chief Executive
Officer


 


 


 


CROWN BRIDGE PARTNERS,
LLC


 


/s/ Seth Ahdoot                                    


By: Seth Ahdoot


Title: Member


 


 


 


 


 


 


 


 


 


 


 


 


 






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Exhibit A


 


	Account Name:	Crown Bridge Partners, LLC
	 	 
	ABA Routing Number:	_____________________
	 	 
	Account Number:	Please Call
	 	 
	Bank Name: 	Customers Bank




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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