{"url_path":"/sec/btcy/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","accession_number":"0001493152-26-033207","cik":"0001630113","ticker":"BTCY","issuer_name":"BIOTRICITY INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","primary_entity_key":"0001630113","primary_entity_name":"BIOTRICITY INC."},"word_count":1755,"has_tables":true,"body_markdown":"**ITEM\n15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**\n\n \n\n**Exhibit**\n \n**Description**\n\n3.1\n \n[Amended\nand Restated Articles of Incorporation (filed as Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed with the\nSEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit3iamended_andrestated.htm)\n\n3.2\n \n[Amended\nand Restated By-Laws (filed as Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on February\n3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit3iiamended_andrestate.htm)\n\n4.1\n \n[Certificate\nof Designation of Preferences, Rights and Limitations of Special Voting Preferred Stock of Biotricity Inc. (filed as Exhibit 4.1\nto the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit41certificate_ofdesig.htm)\n\n4.2\n \n[Exchangeable\nShare provisions with respect to the special rights and restrictions attached to Exchangeable Shares (filed as Exhibit 4.2 to the\nRegistrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit42exchangeablesharepr.htm)\n\n4.3\n \n[Form\nof Secured Convertible Debenture due September 21, 2017 (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K\nfiled with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit43.htm)\n\n4.4\n \n[Form\nof Warrant (filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit44.htm)\n\n4.5\n \n[Form\nof Convertible Promissory Note (filed as Exhibit 4.5 to the Registrant’s Transition Report on Form 10-KT filed with the SEC\non April 13, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/ex45.htm)\n\n4.6\n \n[Form\nof Warrant (filed as Exhibit 4.6 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/ex46.htm)\n\n4.7\n \n[Form\nof Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated\nherein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000106/f41.htm)\n\n4.8\n \n[Form\nof Placement Agent Warrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March\n9, 2017 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000106/f42.htm)\n\n4.9\n \n[Form\nof Promissory Note (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017\nand incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000106/f103.htm)\n\n4.10\n \n[Form\nof Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2019\nand incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116419000072/exhibit10_2.htm)\n\n4.11\n \n[Certificate\nof Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (filed as Exhibit\n3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315219019557/ex3-1.htm)\n\n4.12\n \n[Promissory\nNote between Biotricity Ic. and Cross River Bank (filed as exhibit 4.12 to the Registrant’s Annual Report on Form 10-K for\nthe fiscal year ended March 31, 2020 filed with the SEC on July 15, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220013313/ex4-12.htm)\n\n4.13\n \n[Description\nof Registrant’s Securities (previously filed)](https://www.sec.gov/Archives/edgar/data/1630113/000164117225019755/ex4-13.htm)\n\n10.1\n \n[Exchange\nAgreement, dated February 2, 2016, among Biotricity Inc., Biotricity Callco Inc., Biotricity Exchangeco Inc., iMedical Innovation\nInc. and the Shareholders of iMedical Innovations Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K\nfiled with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit101exchangeagreement.htm)\n\n10.2\n \n[Assignment\nand Assumption Agreement, dated as of February 2, 2016, by and between Biotricity Inc. and W270 SA (filed as Exhibit 10.2 to the\nRegistrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit102assignment_andassu.htm)\n\n10.3\n \n[Voting\nand Exchange Trust Agreement, as of February 2, 2016, among Biotricity Inc., Biotricity Callco Inc., Biotricity Exchangeco Inc. and\nComputershare filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit103votingandexchanget.htm)\n\n10.4\n \n[Support\nAgreement, made as of February 2, 2016, among Biotricity Inc., Biotricity Callco Inc. and Biotricity Exchangeco Inc. (filed as Exhibit\n10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit104supportagreement.htm)\n\n10.5*\n \n[2016\nEquity Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on February\n3, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit105.htm)\n\n \n\n61\n\n \n\n \n\n10.6\n \n[Exclusivity\n& Royalty Agreement, dated as of September 15, 2014, by and between iMedical Innovation Inc. and CardioComm Solutions, Inc. (Filed\nas Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein\nby reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000639/exhibit106.htm)\n\n10.7*\n \n[Employment\nAgreement dated April 12, 2016 with Waqaas Al-Siddiq (filed as Exhibit 10.7 to the Registrant’s Transition Report on Form 10-KT\nfiled with the SEC on April 13, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/f107.htm)\n\n10.8\n \n[Form\nof Subscription Agreement for convertible promissory notes and warrants (filed as Exhibit 10.8 to the Registrant’s Transition\nReport on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/ex108.htm)\n\n10.9\n \n[Investment\nBanking Agreement, as amended (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March\n9, 2017 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000106/f101.htm)\n\n10.10\n \n[Form\nof Subscription Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March\n9, 2017 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000106/f102.htm)\n\n10.11+\n \n[Software\nDevelopment and Services Agreement, dated as of September 15, 2014, by and between iMedical Innovations Inc. and CardioComm Solutions,\nInc. (filed as Exhibit 10.11 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on June 29, 2017 and incorporated\nherein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000373/f1011.htm)\n\n10.12\n \n[Form\nof Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on\nDecember 26, 2017 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116417000781/f101.htm)\n\n10.14\n \n[Form\nof Promissory Note (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 15,\n2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116419000016/exhibit10_1.htm)\n\n10.15\n \n[Form\nof Purchase Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 15,\n2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116419000016/exhibit10_2.htm)\n\n10.16\n \n[Form\nof Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July\n12, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116419000072/exhibit10_1.htm)\n\n10.17\n \n[Form\nof Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on\nDecember 20, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315219019557/ex10-1.htm)\n\n10.18\n \n[Employment\nAgreement between the Company and Waqaas Al-Siddiq filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed\nwith the SEC on April 13, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220006243/ex10-1.htm)\n\n10.19\n \n[Form\nof Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August\n6, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220014828/ex10-1.htm)\n\n10.20\n \n[Form\nof Convertible Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on\nAugust 6, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220014828/ex10-2.htm)\n\n10.21\n \n[Form\nof Warrant filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020 and incorporated\nherein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220014828/ex10-3.htm)\n\n10.22\n \n[Form\nof Registration Rights Agreement filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on\nAugust 6, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315220014828/ex10-4.htm)\n\n10.23\n \n[Form\nof Subscription Agreement filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January\n22, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221001637/ex10-1.htm)\n\n10.24\n \n[Form\nof Convertible Promissory Note filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January\n22, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221001637/ex10-2.htm)\n\n10.25\n \n[Form\nof Registration Rights Agreement filed as Exhibit 10. 4 to the Registrant’s Current Report on Form 8-K filed with the SEC on\nJanuary 22, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221001637/ex10-4.htm)\n\n10.26\n \n[Credit\nAgreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221032595/ex10-1.htm)\n\n10.27\n \n[Common\nStock Purchase Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December\n28, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221032595/ex10-2.htm)\n\n10.28\n \n[Collateral\nAgreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221032595/ex10-3.htm)\n\n10.29\n \n[IP\nSecurity Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28,\n2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315221032595/ex10-4.htm)\n\n10.30\n \n[At\nThe Market Offering Agreement, by and between the Company and H.C. Wainwright & CO, LLC, dated March 22, 2022 (filed as Exhibit\n10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 22, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315222007463/ex10-1.htm)\n\n \n\n62\n\n \n\n \n\n10.31\n \n[Credit\nAgreement, by and between the Company and SWK Funding LLC (filed as Exhibit 10.1 to the current report under Form 8-K filled with\nSEC on December 28, 2021)](https://www.sec.gov/Archives/edgar/data/1630113/000149315221032595/ex10-1.htm)\n\n14.1\n \n[Code\nof Business Conduct and Ethics (filed as Exhibit 14.1 to the Registrant’s Transition Report on Form 10-KT filed with the SEC\non April 13, 2016 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/ex141.htm)\n\n19\n \n[Insider\nTrading Policy (filed as Exhibit 19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on June 25, 2024 and\nincorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315224025344/ex19.htm)\n\n21.1\n \n[List\nof Subsidiaries (filed as Exhibit 21.1 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13,\n2016 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1630113/000151116416000763/ex211.htm)\n\n23.1\n \n[Consent\nof SRCO Professional Corporation](ex23-1.htm)\n\n31.1\n \n[Section\n302 Certification of Principal Executive Officer](ex31-1.htm)\n\n31.2\n \n[Section\n302 Certification of Principal Financial and Accounting Officer](ex31-2.htm)\n\n32.1\n \n[Section\n906 Certification of Principal Executive Officer](ex32-1.htm)\n\n32.2\n \n[Section\n906 Certification of Principal Financial and Accounting Officer](ex32-2.htm)\n\n97\n \n[Clawback\nPolicy (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the SEC on June 25, 2024 and incorporated\nherein by reference).](https://www.sec.gov/Archives/edgar/data/1630113/000149315224025344/ex97.htm)\n\n101\n \nInline\nXBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within\nthe Inline XBRL document)\n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*\nIndicates\nmanagement contract or compensatory plan or arrangement.\n\n+\nPortions\nof this document have been omitted and submitted separately with the Securities and Exchange Commission pursuant to a request for\n“Confidential Treatment”."}