Exhibit 99.1

AMENDMENT No. 1 TO CONSULTING AGREEMENT

This Amendment No. 1 to the Consulting Agreement (this “ Amendment ”), dated effective July 1, 2018, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “ Client ”), on the one hand, and Karen McNemar, 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 July 1, 2018 between the Client and the Consultant (the “ Agreement ”), attached hereto as Exhibit A .

RECITALS

WHEREAS , the Client and Consultant have entered into the Consulting Agreement pursuant to which Consultant was engaged by the Client to perform Services for Compensation;

WHEREAS , pursuant to the Agreement, Compensation included a flat fee of $12,000 and the issuance of an aggregate of 9,000 shares of Common Stock of the Client (the “ Shares ”); and

WHEREAS , pursuant to Section 21 of the Agreement, the Parties wish to amend the Agreement to to eliminate the obligation to issue the Shares so that Compensation only includes cash fees.

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.                 Elimination of Obligation to Issue Shares . Pursuant to Section 21 of the Agreement, Sections 7 and Exhibit A of the Agreement are hereby eliminated from the Agreement so that Compensation will only include the payment of cash fees.

2.                 No Other Changes . Except as amended hereby, the Agreement 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 Agreement 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 Agreement 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 Agreement.

5.                 Incorporation by Reference . The terms of the Agreement, 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.

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

EXHIBIT A

Consulting Agreement dated July 1, 2018

[See Attached]

Exhibit 99.2

AMENDMENT No. 1 TO CONSULTING AGREEMENT

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 .

RECITALS

WHEREAS , the Client and Consultant have entered into the Consulting Agreement pursuant to which Consultant was engaged by the Client to perform Services for Compensation;

WHEREAS , pursuant to Section 8 of the Agreement, Compensation included the issuance of an aggregate of 1,200,000 shares of Common Stock of the Client (the “ Shares ”) at a vesting schedule to later be determined; and

WHEREAS , pursuant to Section 21 of the Agreement, the Parties wish to amend the Agreement to clarify the vesting schedule for the Shares and to include acceleration provisions for the vesting of the Shares upon the occurrences of certain events.

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.                 Amendment to Section 8 . Pursuant to Section 21 of the Agreement, Section 8 is hereby amended to read as follows:

In the event that the Agreement is terminated by either Party pursuant to the terms of the Agreement, all unvested Shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the Agreement and all unearned, unvested Shares shall be terminated. Shares are only earned as long as the Agreement is in effect and no Shares shall be earned after the effective date of the termination of the Agreement.

2.                 Acceleration of Vesting. Pursuant to Section 21 of the Agreement, Section 9 is hereby added which shall read as follows:

In addition to the acceleration of vesting in the event of a Change of Control, unless unvested Shares have earlier terminated pursuant to Section 8 of the Agreement, vesting of all unvested Shares shall be accelerated so that all unvested Shares shall become one hundred percent (100%) vested in the Consultant upon the listing of the Client’s Common Stock on a senior exchange.

3.                 No Other Changes . Except as amended hereby, the Agreement 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 Agreement 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 Agreement 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 Agreement.

6.                 Incorporation by Reference . The terms of the Agreement, 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.

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

EXHIBIT A

Consulting Agreement dated April 23, 2018

[See Attached]

Exhibit 99.3

A Communication from our CEO

On behalf of our entire team and Board of Directors, I cordially welcome you to IIOT-OXYS Inc. as its new CEO. Since our founding we have made significant progress, and most notably a tremendous acceleration of the rate of accomplishments and exciting developments within the past 6 months. I wanted to take a moment to explain where we have been and more importantly where we are going.

The Industrial Internet and our Foundations

IIOT-OXYS was founded on the premise that customers and users of Industrial Internet systems want answers and insight generated right where the data is collected and right where the machines or processes which are being monitored live. Backing up for a moment, the Industrial Internet of Things is how real-world objects like power plants, machine tools, cars, airplanes, bridges, buildings, manufacturing lines, etc. can become aware through sensors and communicate their data so that it can become actionable insight. The EDGE of the Industrial Internet is where the cyber world and the physical world meet. It is where all the action is, where the “things” in the Internet of Things reside.

Customers want to control their data and insights as this represents valuable proprietary knowledge and competitive advantage for many companies across diverse industries. Therefore, localized Edge Computing and generation of insight right where the data is collected allows the customer maximum control over data and where the data goes while minimizing interfaces and potential security points of weakness. IIOT-OXYS Inc. is working at the Edge of the Industrial Internet. But there’s a lot more to it than that.

Where we are going Today

Earlier in our development, we developed traction in a wide range of industries including agricultural, manufacturing and in particular automotive, structural health monitoring, etc. We demonstrated the flexibility and adaptability of our technology. Although we will definitely continue building on this foundation of a broad customer base, we have come to the realization that we are uniquely positioned to serve the Industrial Internet needs of the production and operational side of global healthcare companies. We therefore see a definite role for us and our technology at the intersection of AI & Machine Learning, IIOT and Healthcare Operations. By Healthcare Operations we mean all the “behind the scenes” manufacturing and production activities associated with Biotech, Medical Device, and Pharmaceutical market verticals. Here are just a few of the reasons why we feel optimistic about this market:

Therefore, our next great phase of growth as a company will be to serve these needs at the intersection of AI & Machine Learning, IIOT and Healthcare Operations and Production.

Accelerating the Rate of Change
As previously mentioned, we are in a time of significant momentum within the company. Here are some of our accomplishments just in the past 6 months, and what’s to come, as the rate of change keeps accelerating:

As can be seen, we are greatly accelerating the rate of change and building momentum with our new team, with successful product deliveries, and with the acquisition of new and valued customers.

The Future: An Expanding Frontier

We believe the best is yet to come. We are setting our sights towards acquiring the next 10 customers, accelerating our business development efforts, starting and sustaining operations in Asia, and of course pursuing organic and inorganic opportunities to fuel and propel this phenomenal growth. We are taking an aggressive approach of nurturing strong organic growth, identifying opportunities for growth through acquisition, and other joint ventures or mergers that could make sense for our business and the value to our shareholders. We look forward to future communications on these and other topics as we continue to make progress. In closing I would like to thank our investors, customers, and employees for believing in this vision. We are committed to this course of strong focus on execution, delivery, and growth.

Sincerely,

Cliff Emmons, CEO

Safe Harbor Statement

The following is a Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Our future plans and other statements in this letter about expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts constitute forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “feel,” “expect,” “intend,” ”likely,” “may,” “plan,” “potential,” “should,” “see,” “hope,” “view” and “would” or the negative of these terms or other comparable terminology. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for the disclosure of forward-looking statements. Our forward-looking statements are subject to a number of risks and uncertainties, including without limitation, the risks and uncertainties related to IIOT-OXYS, Inc. that can be found under the heading “Risk Factors” in our most recent annual report on Form 10-K and other filings with the SEC. These forward-looking statements are based on information currently available to us and actual results may differ as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. These forward-looking statements are made only as of the date hereof and we undertake no obligation, and disclaim any duty, to update or revise any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should not place undue reliance on these forward-looking statements. As a public reporting entity, IIOT-OXYS, Inc. files periodic reports with the SEC. For additional financial and other important information pertaining to the Company, individuals can visit www.sec.gov.

Contact:

Clifford L. Emmons

CEO

IIoT-OXYS, Inc.

contact@oxyscorp.com

www.oxyscorp.com

www.herelab.io