FendX Technologies — Capital/Financing Update 2022

Nov 11, 2022

AMENDMENT AGREEMENT

THIS AGREEMENT dated for reference the 21st day of October, 2022.

AMONG:

FENDX TECHNOLOGIES INC. , a corporation existing under the laws of the Province of British Columbia, Canada

(the “ Company ”)

AND:

ENDEAVOR TRUST CORPORATION , a trust company existing under the laws of the Province of British Columbia

(the “ Subscription Receipt Agent ”)

WHEREAS:

• A. The Company and the Subscription Receipt Agent entered into a Subscription Receipt Agreement dated April 28, 2022 (the “ Subscription Receipt Agreement ”) providing for, among other things, the creation and issuance of 13,338,000 subscription receipts (the “ Subscription Receipts ”) of the Company;

• B. Pursuant to Section 9.11(a) of the Subscription Receipt Agreement, the Subscription Receiptholders at a meeting have the power, by Extraordinary Resolution, to assent to any change in the provisions contained in the Subscription Receipt Agreement which may be agreed to by the Company and to authorize the Subscription Receipt Agent to concur in and execute any amendment to the Subscription Receipt Agreement embodying the change (the “ Approval Right ”);

• C. Pursuant to Sections 9.12 and 9.15 of the Subscription Receipt Agreement, the Approval Right may be exercised by way of an Extraordinary Resolution embodied by an instrument in writing (a “ Written Consent ”) executed by Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts at the time outstanding (the “ Required Percentage ”);

• D.

  • As of the date hereof there are 13,338,000 Subscription Receipts outstanding;

• E. Subscription Receiptholders representing not less than the Required Percentage have executed a Written Consent, a copy of which is attached hereto as Schedule “A”, to exercise the Approval Right by way of an Extraordinary Resolution and amend the Subscription Receipt Agreement (the “ Release Deadline Resolution ”); and

• F. The Company and the Subscription Receipt Agent seek to enter into this Agreement to amend the Subscription Receipt Agreement in accordance with the Release Deadline Resolution.

PART 1

INTERPRETATION

• 1.1 Unless otherwise defined herein, all capitalized terms used in this Agreement will have the meanings ascribed to them in the Subscription Receipt Agreement.

PART 2

AMENDMENTS

• 2.1 The Subscription Receipt Agreement is hereby amended by deleting the definition of “Release Deadline” in Section 1.1(aa) and replacing it with the following:

  • ““ Release Deadline ” means at or prior to 5:00 p.m. (Vancouver time) on February 17, 2023 , subject to extension at the request of the Corporation;”

• 2.2 The Company and the Subscription Receipt Agent acknowledge and agree that the definition of “ Release Deadline ” as set out in Section 1.1(aa) of the Subscription Receipt Agreement is incorporated by reference into the terms of the certificates representing the Subscription Receipts, the form of which is attached as Schedule “A” to the Subscription Receipt Agreement.

PART 3

GENERAL

• 3.1 All other provisions of the Subscription Receipt Agreement shall remain in effect unamended.

• 3.2 This Agreement has been and will be deemed to be made in British Columbia and for all purposes will be governed exclusively by and construed and enforced in accordance with the laws prevailing in British Columbia and the federal laws of Canada applicable therein.

• 3.3 Time will be of the essence in this Agreement and every part of it.

• 3.4 This Agreement may be executed in any number of counterparts, each of which when executed and delivered (by electronic copy or otherwise) will be deemed to be an original, and all of which together will constitute one and the same document.

[ Remainder of this page left intentionally blank. Signature page follows. ]

2

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first written above.

FENDX TECHNOLOGIES INC.

Per: /s/ Carolyn Myers__ ________ Authorized Signatory

ENDEAVOR TRUST CORPORATION

Per: /s/ David Eppert_ _________ __ Authorized Signatory Per: /s/ Catherine Wang_ __ ______ Authorized Signatory

3

SCHEDULE “A” COPY OF RELEASE DEADLINE RESOLUTION

See attached.

EXTRAORDINARY RESOLUTION OF THE SUBSCRIPTION RECEIPTHOLDERS

OF

FENDX TECHNOLOGIES INC.

(the “Company”)

WHEREAS the Company and Endeavor Trust Corporation (the “ Subscription Receipt Agent ”) entered into a subscription receipt agreement dated as of April 28, 2022 (the “ Subscription Receipt Agreement ”) providing for the issuance of 13,338,000 subscription receipts (the “ Subscription Receipts ”).

AND WHEREAS the undersigned are holders of Subscription Receipts (the “ Subscription Receiptholders ”).

AND WHEREAS pursuant to Section 9.11(a) of the Subscription Receipt Agreement, the Subscription Receiptholders at a meeting have the power to assent to any change in the provisions contained in the Subscription Receipt Agreement which may be agreed to by the Corporation and to authorize the Subscription Receipt Agent to concur in and execute any amendment to the Subscription Receipt Agreement embodying the change (the “ Approval Right ”).

AND WHEREAS pursuant to Sections 9.12 and 9.15 of the Subscription Receipt Agreement, the Approval Right may be exercised by way of an instrument in writing executed by Subscription Receiptholders who hold in the aggregate not less than the required number of the Subscription Receipts outstanding pursuant to Section 9.12(a) and 9.15 of the Subscription Receipt Agreement.

AND WHEREAS as of the date hereof there are 13,338,000 Subscription Receipts outstanding.

AND WHEREAS the undersigned Subscription Receiptholders, who together hold in the aggregate not less than the required number of the Subscription Receipts outstanding pursuant to Section 9.12(a) and 9.15 of the Subscription Receipt Agreement, desire to amend the Subscription Receipt Agreement substantially as stated below (the “ Amendment ”) and authorize the parties to the Subscription Receipt Agreement to concur in and execute any agreement to give effect to such Amendment.

Amendment to Subscription Receipt Agreement

NOW THEREFORE BE IT RESOLVED THAT :

1. The Subscription Receipt Agreement be amended by deleting the definition of “Release Deadline” in Section 1.1(aa) and replacing it with the following:

““ Release Deadline ” means at or prior to 5:00 p.m. (Vancouver time) on February 17, 2023 , subject to extension at the request of the Corporation;”

1. The Company and the Subscription Receipt Agent are hereby authorized to execute any agreement necessary to give effect to the Amendment.

[Signature page to follow]

The undersigned, each being a Subscription Receiptholder, hereby approve this resolution. DATED as of this 21st day of October, 2022.

“ Signatures of certain Subscription Receiptholders ” Signatures of certain Subscription Receiptholders

“ Names of certain Subscription Receiptholders ” Names of certain Subscription Receiptholders

[Signature page to Extraordinary Resolution (Subscription Receipt Agreement)]