THIS
AMENDING AGREEMENT dated effective the 30th day of June, 2021


BETWEEN:


SIDNEY
CHAN an individual residing at 53 Cairnhill Road, #33-01 Cairnhill Plaza, Singapore, 229664 (the “Lender”)


AND:


ALR
TECHNOLOGIES INC. a body corporate duly incorporated pursuant to the laws of the state of Nevada and having its head office at 7400 Beaufont
Springs Drive, Suite 300, Richmond, Virginia, United States of America, 23225 (the “Company”)


 


WHEREAS:


		A.	The
                                            Lender and the Company entered into a credit agreement on March 6, 2011 (the “Credit
                                            Agreement”) which was subsequently amended by agreements dated October 24, 2011, June
                                            15, 2012, January 8, 2013, April 1, 2014, May 29, 2015, July 1, 2016 and December 11, 2019
                                            (the “Amended Credit Agreements”) whereby the Lender agreed to make available
                                            to the Company a credit line equal to $10,500,000 for the Company’s operations. The
                                            following table provides a summary of the Credit Agreement and subsequent amendments. 



	Date	Cumulative
                                            

    Borrowing

    Limit
	Notes
	March
    6, 2011	$2,500,000	Initial
    Credit Agreement
	October
    24, 2011	$2,500,000	Amendment
    to expand use of funds
	June
    15, 2012	$2,500,000	Amendment
    to modify related options outstanding
	January
    8, 2013	$4,000,000	Amendment
    to increase borrowing limit
	April
    1, 2014	$5,500,000	Amendment
    to increase borrowing limit
	May
    29, 2015	$7,000,000	Amendment
    to increase borrowing limit
	July
    1, 2016	$8,500,000	Amendment
    to increase borrowing limit
	December
    11, 2019	$10,300,000	Amendment
    to increase borrowing limit


 


		B.	The
                                            Lender was granted the option to acquire 20,000,000 shares of common stock of the Company
                                            pursuant to an option agreement dated March 6, 2011 (the “Option Agreement”)
                                            in connection to the Credit Agreement. Subsequently, the Lender was granted the option to
                                            acquire additional shares of common stock under certain of the Amended Credit Agreements.



		C.	The
                                            Lender’s spouse and the Company entered into a credit agreement on May 25, 2010 as
                                            amended on January 3, 2011 whereby the Lender’s spouse agreed to make available to
                                            the Company a credit line equal to $2,000,000 for the Company’s general corporate purposes.
                                            In connection with providing this line of credit, the Lender’s spouse was granted the
                                            option to acquire 20,000,000 shares of common stock of the agreement. Subsequently, the Lender’s
                                            Spouse was granted the option to acquire additional shares of common stock under certain
                                            of the Amended Credit Agreements.



		D.	In
                                            connection with providing the line of credit and subsequent amendments to the line of credit,
                                            the Company has granted: 



		i)	the
                                            Lender the following outstanding options to acquire an aggregate of 4,345,001,000 shares
                                            of common stock of the Company: 



	Expiry
    Date 	Options	Exercise
    Price 
	July
    1, 2021 	3,758,334,200	$0.002
	April
    12, 2024	466,666,800	$0.002
	December
    11, 2024	120,000,000	$0.015
    


 


		i)	the
                                            Lender the following outstanding options to acquire an aggregate of 4,345,001,000 shares
                                            of common stock of the Company: 



	Expiry
    Date 	Options	Exercise
    Price 
	July
    1, 2021 	606,667,100	$0.002
	April
    12, 2024	93,333,400	$0.002


		E.	Collectively,
                                            those options held by the Lender and the Lender’s spouse which are set to expire on
                                            July 1, 2021 will be referred to as the “Options”. 



 


		F.	As
                                            at May 31, 2021 the Company has drawn approximately $11,800,000 on the lines of credit with
                                            the Lender and his Spouse. The Company does not have the ability to repay the amounts borrowed
                                            and the amounts will remain outstanding until such time as the Company can repay them; 



 


		G.	The
                                            Company and the Lender have agreed to extend the expiry date of those options outstanding
                                            to the Lender and his spouse that were set to expire July 1, 2021.



 


		H.	The
                                            Lender is the Chairman of the Board of Directors and Chief Executive Officer of the Company.



NOW
THEREFORE in consideration of the mutual covenants and agreements herein, the parties agree as follows:


		1.	The
                                            Company and the Lender agree to extend the expiry date of those Options listed below from
                                            July 1, 2021 to April 12, 2024: 



	Holder	Expiry
    Date	Exercise
    Price	Options
	Mr.
    Sidney Chan 	April
    12, 2024	$0.002	3,758,334,200
	Ms.
    Christine Kan	April
    12, 2024	$0.002	606,667,100


 


		2.	The
                                            Company and the Lender agrees to amend the Options held by the Lender and his spouse on the
                                            following terms and conditions:



 


		(a)	the
                                            Lender and his spouse may pay the Exercise Price by applying or offsetting unpaid principal
                                            and / or accrued interest hereunder;



 


		(b)	The
                                            Options may be exercised by the Lender and his spouse by giving notice in writing to the
                                            Company of the number of shares in respect of which the options are being exercised and by
                                            (i) enclosing a certified cheque for the amount of the option price payable in favour of
                                            the Company or (ii) by notifying the Company that a portion of the indebtedness outstanding
                                            under the Line of Credit equal to the option price should be applied toward the option price
                                            and upon the issuance of the Option Shares, such indebtedness shall be reduced accordingly;



 


		(c)	The
                                            Company will reserve in its treasury, sufficient shares to permit the issuance and allotment
                                            of shares to the Lender and his spouse in the event the Option is exercised; 



 


		(d)	The
                                            Options will be transferable or assignable by the Lender; 



 


		(e)	The
                                            Options cannot be terminated or cancelled by the Company;



 


		(f)	The
                                            shares of common stock delivered pursuant to the exercise of the Options may bear a restrictive
                                            legend which could restrict the transferability or ability to sell those shares for a period
                                            of time in accordance with the rules of applicable securities acts;



 


		(g)	The
                                            Lender agrees that the Company’s shares of common stock have not been approved or disapproved
                                            by the United States Securities and Exchange Commission, any state securities agency, or
                                            any foreign securities agency;



 


		(h)	In
                                            the event of any subdivision, consolidation or other change in the share capital of the Company
                                            while any portion of the Option is outstanding, the number of shares under option to the
                                            Lender and the price thereof will be adjusted, in an equitable manner, in accordance with
                                            such subdivision, consolidation or other change in the share capital of the Company. The
                                            adjustments, if any, shall be determined by the auditors of the Company whose decision
                                            shall be binding on the parties hereto;



 


		(i)	The
                                            Lender will complete, execute and deliver to the Company such further documents and assurances
                                            as maybe necessary to carry out the terms of the Options;



 


		(j)	The
                                            Company shall not issue any shares pursuant to the exercise of the Options unless the exercise
                                            of such Options and the issuance and delivery of such shares of common stock complies with
                                            all applicable laws, and such issuance may be further subject to the approval of counsel
                                            for the Company with respect to such compliance, including the availability of an exemption
                                            from prospectus and registration requirements for the issuance and sale of such Shares. The
                                            inability of the Company to obtain from any regulatory body the authority deemed by the Company
                                            to be necessary for the lawful issuance and sale of the Optioned Shares, or the unavailability
                                            of an exemption from prospectus and registration requirements for the issuance and sale of
                                            the Optioned Shares, shall relieve the Company of any liability with respect to the non-issuance
                                            or sale of such Optioned Shares. If the terms and conditions of this Amending Agreement do
                                            not, in the reasonable opinion of counsel for the Company, comply with all applicable laws,
                                            the Company and the Lender will, within thirty (30) days of a written request execute and
                                            deliver an amendment to such terms and conditions, such that the terms and conditions, as
                                            amended, will, in the reasonable opinion of counsel for the Company, be in compliance with
                                            all Applicable Laws.



 


		3.	All
                                            notices or other communications from one party to the other ("Notices") shall be
                                            in writing and shall be delivered to the respective addresses of the parties and sent by
                                            e-mail with receipt requested to:



 


		i.	If
                                            to the Lender:



 


Mr.
Sidney Chan 


53
Cairnhill Road


#33-01
Cairnhill Plaza


Singapore
229664


Email:
sidney.chan@alrt.com


 




    	 



    	 



    

 


		ii.	If
                                            to the Lender’s Spouse:



 


Ms.
Christine Kan


53
Cairnhill Road


#33-01
Cairnhill Plaza


Singapore
229664


Email:
kanchristine@hotmail.com


 


iii.     
If to the Company:


 


ALR
Technologies Inc. 


7400
Beaufont Springs Drive, 


Suite
300,


Richmond,
Virginia, 


United
States of America, 23225


Attention:
Ken Robulak


Email:
ken.robulak@alrt.com


 


Notice
shall be effective on the day following the business day on which it was sent. Either party may give written notice of change of
address in the same manner, in which event such notice shall thereafter be given to it as above provided at such changed address.


 


		4.	The
                                            Parties agree that the Credit Agreement, the Amending Credit Agreement, the Option Agreement
                                            and this Amending Agreement shall be governed by and construed in accordance with the
                                            laws of the State of New York and the laws of the United States of America applicable
                                            therein. This provision will supersede any conflicting provision in the Option Agreement,
                                            the Credit Agreement or the Amended Credit Agreements. 



 


		5.	In
                                            the event of any conflict between the terms of this Amending Agreement and the terms of the
                                            Option Agreement, the Credit
                                            Agreement or the Amended Credit Agreements, the terms
                                            within this Amending Agreement will prevail.



 


		6.	The
                                            Company, at its expense and at the Lender’s request, shall sign (or cause to be signed)
                                            all further documents or do (or cause to be done) all further acts and provide all reasonable
                                            assurances as may reasonably be necessary or desirable to give effect to this Amending Agreement.



 


		7.	This
                                            Amending Agreement enure to the benefit of and binds the parties’ respective successors
                                            and permitted assigns.



 


		8.	This
                                            Amending Agreement may be executed in any number of counterparts, which taken together shall
                                            form one and the same agreement in writing, and further, this Amending Agreement may be executed
                                            and delivered by telecopier or facsimile transmission, scanned email attachment, portable
                                            document format (pdf) or other electronic copy, which shall be binding on the Parties as
                                            though originally executed and delivered and notwithstanding their date of execution they
                                            shall be deemed to be dated as of the date hereof.



 


		9.	Any
                                            dispute, controversy or claim arising out of or in relation to the Option Agreement, the
                                            Credit Agreement, the Amended Credit Agreements and this Amending Agreement, including, but
                                            not limited to, its existence, legal validity, or interpretation which was not resolved by
                                            discussion and negotiation within 30 business days, will be finally settled by a single arbitrator,
                                            selected by the Company, in accordance with the rules of the American Arbitration Association.
                                            The parties expressly agree to confer upon the arbitrator the powers to fill gaps, cure contractual
                                            omissions and to perform all other activities which the arbitrator may deem necessary and
                                            desirable for efficient resolution of the dispute. The place of arbitration will be at New
                                            York City, in the State of New York, unless otherwise mutually agreed. The parties undertake
                                            to fully abide by the award rendered by the arbitrator without delay. Failing timely compliance
                                            with the arbitrator`s award, judgment upon the award or any other appropriate procedure may
                                            be entered or sought in any court having jurisdiction thereof to secure enforcement of said
                                            award. The costs incurred with respect to arbitration will be shared equally by the parties,
                                            provided however, that each party will bear the cost of its own experts, evidence, legal
                                            fees. Notwithstanding the foregoing, in the discretion of the arbitrator, any award may include
                                            legal fees, if the arbitrator expressly determines that the party against whom the award
                                            is entered has caused the dispute to be submitted to arbitration in bad faith or as a dilatory
                                            tactic.



 


		10.	Except
                                            as amended by this Amending Agreement, all other terms and conditions of the Credit Agreement,
                                            the Option Agreement and the Amended Credit Agreement shall remain in force and unaltered.



 


		11.	Nothing
                                            in this Amending Agreement is intended to amend, modify or alter the options granted to the
                                            Lender on December 12, 2019.



 


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The
parties have hereunto caused these presents to be executed as of the day and year first above written.


 


	 	 	ON
    BEHALF OF ALR TECHNOLOGIES INC.
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	“Sidney
    Chan”	 	“Ken
    Robulak”
	 	 	 
	Mr.
    Sidney Chan	 	Name:
    Ken Robulak
	 	 	Member
    of the Board of Directors 
	 	 	 
	 	 	 
	 	 	 
	 	 	“Alfonso
    Salas”
	 	 	 
	 	 	Name:
    Alfonso Salas
	 	 	Member
    of the Board of Directors