DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Starnet,

(hereinafter referred to as “Starnet”)

WHEREAS in respect to a loan advanced by Starnet to 37 Capital during February 2016, 37 Capital owes the sum of $103,924.20 to Starnet as of September 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Starnet as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Starnet of 2,078,484 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS Starnet accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 2,078,484 common shares of 37 Capital on the CSE;

37 Capital shall issue to Starnet through the issuance of 2,078,484 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 2,078,484 common shares of 37 Capital that shall be issued to Starnet will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims and/or actions that may arise out of this Agreement;

This Agreement represents the full understanding and entire agreement in respect to the subject matter between the parties hereto and there are no other representations and/or agreements, oral or written between the parties hereto in respect to the subject matter, and that this Agreement may not be modified without an agreement in writing signed by all the parties hereto.

and,

This Agreement may be executed in several counterparts, including facsimile or email, each of which when executed shall be deemed to be an original and such counterparts shall together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		STARNET

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxx Xxxxxxx
Xxxx Xxxxxxxxx		Authorized Signatory

		Name: Xxxxxx Xxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Xxxxxxx Fia, of

000 Xxxxx Xxxxxx

Xxxxxxx, XX X0X 0X0

(hereinafter referred to as “Fia”)

WHEREAS in respect to funds advanced by Fia to 37 Capital in a cancelled private placement transaction, 37 Capital owes the sum of $10,000 to Fia as of September 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Fia as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Fia of 200,000 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS Fia accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 200,000 common shares of 37 Capital on the CSE;

37 Capital shall issue to Fia through the issuance of 200,000 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 200,000 common shares of 37 Capital that shall be issued to Fia will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		Xxxxxxx Fia

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxxx Fia
Jake Xxxxxxxxx		Xxxxxxx Fia

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

XxXxxxxx LLP, of

Royal Centre, 0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000

XX Xxx 00000

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “XxXxxxxx”)

WHEREAS in respect to services rendered by XxXxxxxx to 37 Capital, 37 Capital owes the sum of $10,322.12 to XxXxxxxx as of September 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to XxXxxxxx as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to XxXxxxxx of 206,442 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS XxXxxxxx accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 206,442 common shares of 37 Capital on the CSE;

37 Capital shall issue to XxXxxxxx through the issuance of 206,442 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 206,442 common shares of 37 Capital that shall be issued to XxXxxxxx will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		XXXXXXXX LLP

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxx Xxxx
Xxxx Xxxxxxxxx		Xxxx Xxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Mackie Research Capital Corporation, of

(formerly Jordan Capital Markets Inc.)

Xxxxx 0000, 0000 Xxxx Xxxxxxx Xx.

Xxxxxxxxx XX X0X 0X0

(hereinafter referred to as “Mackie”)

WHEREAS in respect to the Convertible Debenture dated July 23, 2013, 37 Capital owes the principal amount plus accrued interest totaling $105,121.00 to Mackie as of November 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Mackie as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Mackie of 2,102,420 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS Mackie accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 2,102,420 common shares of 37 Capital on the CSE;

37 Capital shall issue to Mackie through the issuance of 2,102,420 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 2,102,420 common shares of 37 Capital that shall be issued to Mackie will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		MACKIE RESEARCH CAPITAL CORPORATION

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxxx		Xxxxxxx Xxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Kalpakian Bros. of B.C. Ltd., of

0000 Xxxx 00xx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “KBros.”)

WHEREAS in respect to certain loans advanced by KBros. to 37 Capital, 37 Capital owes the principal amount plus accrued interest totaling $75,413.06 to K Bros. as of November 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to KBros. as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to KBros. of 1,508,261 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS KBros. accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 1,508,261 common shares of 37 Capital on the CSE;

37 Capital shall issue to KBros. through the issuance of 1,508,261 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 1,508,261 common shares of 37 Capital that shall be issued to KBros. will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

37 CAPITAL INC.		KALPAKIAN BROS. OF B.C. LTD.

per:		per:

/s/ Xxxx Xxxxxxxx		/s/ Xxxx X. Xxxxxxxxx
Xxxx Xxxxxxxx		Xxxx X. Xxxxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Xxxx X. Xxxxxxxxx, of

0000 Xxxx 00xx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “JHK”)

WHEREAS in respect to certain loans advanced by JHK to 37 Capital, 37 Capital owes the principal amount plus accrued interest totaling $20,994.81 to JHK as of November 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to JHK as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to JHK of 419,896 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS JHK accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 419,896 common shares of 37 Capital on the CSE;

37 Capital shall issue to JHK through the issuance of 419,896 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 419,896 common shares of 37 Capital that shall be issued to JHK will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

37 CAPITAL INC.		JACKPOT DIGITAL INC.

per:		per:

/s/ Xxxx Xxxxxxxx		Xxxx X. Xxxxxxxxx
Xxxx Xxxxxxxx		Xxxx X. Xxxxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Jackpot Digital Inc.,

Xxxxx 000, 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “Jackpot”)

WHEREAS in respect to rent charged and office support services rendered by Jackpot to 37 Capital, 37 Capital owes the sum of $149,345.00 to Jackpot as of September 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Jackpot as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Jackpot of 2,986,900 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS Jackpot accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 2,986,900 common shares of 37 Capital on the CSE;

37 Capital shall issue to Jackpot through the issuance of 2,986,900 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 2,986,900 common shares of 37 Capital that shall be issued to Jackpot will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		JACKPOT DIGITAL INC.

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxxx		Xxxx Xxxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Anfield Xxxxx Xxxxxxx & Durno,

c/o 0000-000 Xxxx Xxxxxxx Xxxxxx

Xxxxxxxxx XX X0X 0X0

(hereinafter referred to as “ASKD”)

WHEREAS in respect to services rendered by ASKD to 37 Capital, 37 Capital owes the sum of $50,534.87 to ASKD as of September 30, 2020 (the “37 Capital Debt”).

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to ASKD as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to ASKD of 1,010,697 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS ASKD accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 1,010,697 common shares of 37 Capital on the CSE;

37 Capital shall issue to ASKD through the issuance of 1,010,697 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 1,010,697 common shares of 37 Capital that shall be issued to ASKD will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		ANFIELD XXXXX XXXXXXX & XXXXX

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxxx		Xxxxxxx Xxxxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

Xxxxxx Xxxxx, of

Xxxxxxxx xxxx 00

Xxxxxxxx 0000

Xxxxxxx

(hereinafter referred to as “Xxxxx”)

WHEREAS in respect to the Convertible Debenture dated April 12, 2013, 37 Capital owes the principal amount plus accrued interest totaling $103,231.18 to Xxxxx as of November 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Xxxxx as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Xxxxx of 2,064,624 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS Xxxxx accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 2,064,624 common shares of 37 Capital on the CSE;

37 Capital shall issue to Xxxxx through the issuance of 2,064,624 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 2,064,624 common shares of 37 Capital that shall be issued to Xxxxx will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

37 CAPITAL INC.		XXXXXX XXXXX

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxx Xxxxx
Xxxx Xxxxxxxxx		Xxxxxx Xxxxx

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th day of December, 2020.

BETWEEN:

37 Capital Inc., of

Suite 400 – 000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “37 Capital”)

AND:

JAMCO Capital Partners Inc., of

000 - 0000 X.Xxxxxxxx

Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as “JAMCO”)

WHEREAS in respect to a loan advanced by JAMCO to 37 Capital during
February 2017, 37 Capital owes the sum of $53,024.40 to JAMCO as of September 30, 2020 (the “37 Capital Debt”);

AND WHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to JAMCO as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to JAMCO of 1,060,488 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

AND WHEREAS JAMCO accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

If required by the Canadian Securities Exchange (“CSE”), this Agreement shall be subject to the acceptance for the listing of the 1,060,488 common shares of 37 Capital on the CSE;

37 Capital shall issue to JAMCO through the issuance of 1,060,488 common shares of 37 Capital at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital Debt and all matters related to 00 Xxxxxxx Xxxx;

The 1,060,488 common shares of 37 Capital that shall be issued to JAMCO will be subject to four months and a day hold period in accordance with applicable Canadian securities laws;

and,

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.		JAMCO CAPITAL PARTNERS INC.

per:		per:

/s/ Xxxx Xxxxxxxxx		/s/ Xxxxxxxxxxx Xxxx
Xxxx Xxxxxxxxx		Authorized Signatory

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DEBT SETTLEMENT AGREEMENT

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