ITOX · IIOT-OXYS, Inc. · Insider Trading

Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "McNemar DEA") with Karen McNemar, it's former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the "McNemar Shares") of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.

Each share of Series A Supervoting Preferred Stock is exercisable until all shares have been exercised by the holder.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "McNemar DEA") with Karen McNemar, it's former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the "McNemar Shares") of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.

Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised by the holder.

Subject to a 4.99% beneficial ownership limitation.

Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "Emmons DEA") with Clifford L. Emmons, its Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the "Emmons Shares") of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock"). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.

Each share of Series A Supervoting Preferred Stock is exercisable until all shares have been exercised by the holder.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "Emmons DEA") with Clifford L. Emmons, its Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the "Emmons Shares") of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock"). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.

Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised by the holder.

Subject to a 4.99% beneficial ownership limitation.

Includes 76,000,000 shares of Common Stock issued upon conversion of 57 shares of Series C Preferred Stock owned by Mr. Emmons; however, the Series C Preferred Stock is subject to a 4.99% beneficial ownership limitation.

Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "Mitta DEA") with Vidhyadhar Mitta, it's former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the "Mitta Note") for 180 shares (the "Mitta Shares") of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.

Each share of Series A Supervoting Preferred Stock is exercisable until all shares have been exercised by the holder.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "Mitta DEA") with Vidhyadhar Mitta, it's former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the "Mitta Note") for 180 shares (the "Mitta Shares") of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.

Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised by the holder.

Subject to a 4.99% beneficial ownership limitation.

On April 1, 2024, pursuant to a Consulting Agreement, 2,500,000 previously-awarded shares vested

Shares were awarded pursuant to a Consulting Agreement.

On April 1, 2024, pursuant to a Consulting Agreement, 2,500,000 previously-awarded shares vested

Shares were awarded pursuant to a Consulting Agreement.

Vesting of share award pursuant to employment agreement.

Shares vested pursuant to employment agreement.

On October 1, 2021, pursuant to a Consulting Agreement, 1,200,000 previously-awarded shares vested.

Shares were awarded pursuant to a Consulting Agreement.

On November 9, 2020, Mr. Mitta exchanged 1,000,000 shares of awarded, unissued shares of Common Stock and $168 of accrued and unpaid interest pursuant to a note issued to Mr. Mitta in exchange for an aggregate of 12,000 shares of Series A Supervoting Preferred Stock.

On November 9, 2020, Mr. Mitta exchanged 1,000,000 shares of awarded, unissued shares of Common Stock and $168 of accrued and unpaid interest pursuant to a note issued to Mr. Mitta in exchange for an aggregate of 12,000 shares of Series A Supervoting Preferred Stock.

The shares of Series A Supervoting Preferred Stock are convertible into 100 shares of the Company's Common Stock.

Each share of Series A Supervoting Preferred Stock is convertible into 100 shares of Common Stock.

On November 9, 2020, Ms. McNemar exchanged 604,500 shares of vested, unissued shares awarded pursuant to a Consulting Agreement for 6,045 shares of Series A Supervoting Preferred Stock.

On November 9, 2020, Mr. Mitta exchanged 1,000,000 shares of awarded, unissued shares of Common Stock and $168 of accrued and unpaid interest pursuant to a note issued to Mr. Mitta in exchange for an aggregate of 12,000 shares of Series A Supervoting Preferred Stock.

On November 9, 2020, Mr. Emmons exchanged 780,000 shares of vested, unissued shares awarded pursuant to his Consulting Agreement for 7,800 shares of Series A Supervoting Preferred Stock.

On November 9, 2020, with Mr. Mitta abstaining, the board of directors awarded Mr. Mitta 1,000,000 shares of Common Stock in exchange for services rendered as a director since his appointment.

On November 9, 2020, Ms. McNemar exchanged 604,500 shares of vested, unissued shares awarded pursuant to a Consulting Agreement for 6,045 shares of Series A Supervoting Preferred Stock.

Each share of Series A Supervoting Preferred Stock is convertible into 100 shares of Common Stock.

On November 9, 2020, Mr. Emmons exchanged 780,000 shares of vested, unissued shares awarded pursuant to his Consulting Agreement for 7,800 shares of Series A Supervoting Preferred Stock.

800,000 shares of Common Stock vested pursuant to a Consulting Agreement.