Exhibit 10.2


 


AMENDMENT
No. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE


 


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.


 


RECITALS


 


WHEREAS, on
March 6, 2019, the Borrower issued to the Holder the Note in the principal amount of $50,000 (the “Principal Amount”);


 


WHEREAS, the
Note is currently in default;


 


WHEREAS, the
Borrower has recently issued a convertible note which is convertible at $0.01 per share;


 


WHEREAS, the
Note is convertible into shares of Common Stock of the Borrower at a rate of $0.10 per share (the “Conversion Price”);
and


 


WHEREAS, the
Parties wish to amend the Note to change the Conversion Price for up to $10,000 of the Principal Amount to $0.01 per share.


 


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.                  
Revised Conversion Price. Pursuant to Section 7(i) of the Note, Section 4(b) of the Note is hereby amended so
that, as amended, Section 4(b) of the Note reads as follows:


 


(b)       Conversion
Price. The Conversion Price of the Common Stock into which the Principal Amount, or the then outstanding interest due thereon,
of this Note is convertible shall be $0.10 per share; however, up to $10,000 of the Principal Amount shall be convertible at $0.01
per share (subject to adjustments as described herein). In the event the Company (i) makes a distribution or distributions on Common
Shares payable in Common Shares or any Common Share Equivalents(which, for avoidance of doubt, shall not include any Common Shares
issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding Common Shares into
a larger number of Common Shares, (iii) combines (including by way of a reverse split) outstanding Common Shares into a smaller
number of Common Shares or (iv) issues, in the event of a reclassification of Common Shares, any Common Shares of the Company,
then the Conversion Price shall be adjusted by multiplying the Conversion Price by a fraction of which the numerator shall be the
number of Common Shares outstanding immediately before such event, and of which the denominator shall be the number of Common Shares
outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after
the record date for the determination of members entitled to receive such distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


 


 


 






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2.                  
No Other Changes. Except as amended hereby, the Transaction Documents 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.


 


3.                  
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.


 


4.                  
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.


 


5.                  
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.


 


6.                  
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:  September 21, 2020	By	/s/ Clifford L. Emmons
	 	 	Clifford L. Emmons, CEO
	 	 	 
	 	 	 
	HOLDER:	Catalytic Capital LLC
	 	 	 
	 	 	 
	Date:  September 21, 2020	By	/s/ Dmitriy Shapiro
	 	 	Dmitriy Shapiro, Managing Partner


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


Senior Secured Convertible Promissory Note
dated March 6, 2019


 


[See Attached]


 


 


 


 


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 


 








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