ADDENDUM
TO THE CONVERTIBLE DEBENTIJRE DATED JANUARY 5 2015


(hereinafter
referred to as the "Convertible Debenture")


 


This
Addendum to the Convertible Debenture (hereinafter referred to as this "Addendum to the Convertible Debenture") is dated as
of the 29th day of October, 2021.


BETWEEN:


37
CAPITAL INC., of


Suite
303, 570 Granville Street Vancouver, BC, V7C 3Pl


 


(hereinafter
refened to as the "Company")


OF
THE FIRST PART


AND: 


CANACCORD
GENUITY ITF RRSP DEDO KALPAK1AN


ACCOUNT #17F-921S-3, of


#2200-
609 Granville Street


Vancouver, BC V7Y_IH2


 


(hereinafter
referred to as "Canaccord")


OF
THE SECOND PART


Collectively
both parties shall be referred to as the "Patties".


WHEREAS:


	I).		The Company has
issued to Canaccord the Convertible Debenture for the principal amount of $125,000 (the "Principal Amount");



	2).		AND WHEREAS the
Term of the Convertible Debenture was for a period of twelve (12) months; 3).AND WHEREAS the Principal Amount together with the accrued
interest (the "Outstanding Liability") became due and payable on January 5, 2016 (the "Due Date");



	4).		AND WHERAS the
Company was unable to pay the Outstanding Liability on the Due Date;



	5).		AND WHERAS the
Company and Canaccord now wish to amend the Term of the Conve1tible Debenture for an indefinite period until the Company pays the Outstanding
Liability to Canaccord.



 




NOW
THEREFORE, in consideration of the mutual covenants and provisions contained herein, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:


Provision
#I of the Convertible Debenture shall be deleted in its entirety and shall be replaced by the following:


"1.Principal
Payment


Subject
to the provisions of this debenture (the "Debenture"), the Principal Amount, together with interest thereon, shall become
due and payable at a future date by the Company (the "Term")."


Addendum
between 37 Capital and Canaccord


October
29, 2021


Page
2


All
other terms and conditions of the Conve1tible Debenture shall remain unchanged and shall be in full force and effect.


IN
WITNESS WHEREOF, the Parties hereto have executed and delivered this Addendum as of the day and year provided herein.


37
CAPITAL INC.


BY:
/s/ “Bedo H. Kalpakian”


Authorized
Signatory


CANACCORD
GENUITY ITF RRSP BEDO KALPAKIAN


BY:
/s/ “Canaccord Genuity Corp.”


Authorized
Signatory









    	 	1	 



     


    

 


ADDENDUM
TO THE CONVERTIBLE DEBENTURE DATED JANUARY 5, 2015


(hereinafter
referred to as the "Convertible Debenture”)


 


This
Addendum to the Convertible Debenture (hereinafter referred- to as this "Addendum to the Convertible Debenture") is dated as
of the 29th day of October, 2021.


BETWEEN:


37
CAPITAL INC., of


Suite
303, 570 Granville Street Vancouver, BC, V7C 3Pl


 


(hereinafter
referred to as the "Company")


 


OF
THE FIRST PART


 


AND:


 


CANACCORD
GENUITY ITF RRSP JACOB KALPAKJAN


ACCOUNT
#17F-920S-5, of


#2200-
609 Granville Street


Vancouver, BC V7Y_lH2


 


(hereinafter
referred to as "Canaccord")


OF
THE SECOND PART


Collectively
both parties shall be referred to as the "Parties".


WHEREAS:


	1).		The Company has
issued to Canaccord the Conve1tible Debenture for the principal amount of $125,000 (the "Principal Amount");



	2).		AND WHEREAS the
Term of the Conve1iible Debenture was for a period of twelve (12) months; 3).AND WHEREAS the Principal Amount together with the accrued
interest (the "Outstanding Liability") became due and payable on January 5, 2016 (the "Due Date");



	4).		AND WHEREAS the
Company was unable to pay the Outstanding Liability on the Due Date;





	5).		AND WHERAS the
Company and Canaccord now wish to amend the Term of the Convertible Debenture for an indefinite period until the Company pays the Outstanding
Liability to Canaccord.



 




NOW
THEREFORE, in consideration of the mutual covenants and provisions contained herein, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:


Provision
#1 of the Convertible Debenture shall be deleted in its entirety and shall be replaced by the following:


"1.
Principal Payment


Subject
to the provisions of this debenture (the "Debenture"), the Principal Amount, together with interest thereon, shall become
due and payable at a future date by the Company (the "Term")."





Addendum
between 37 Capital and Canaccord


October
29,2021


Page
2


All
other terms and conditions of the Convertible Debenture shall remain unchanged and shall be in full force and effect.


IN
WITNESS WHEREOF, the Parties hereto have executed and delivered this Addendum as of the day and year provided herein.


37
CAPITAL lNC.


BY: /s/ Bedo H. Kalpakian”


Authorized
Signatory


CANACCORD
GENUITY ITF RRSP JACOB KALPAKIAN


BY:
/s/ “Canaccord Genuity Corp.”


Authorized
Signatory