Exhibit 99.37

SECOND FACTORING AMENDING AGREEMENT

THIS SECOND FACTORING AMENDING AGREEMENT (this “Second Amending Agreement”) is dated as of November 29, 2023, effective as of September 30, 2023, by and between NURAN WIRELESS INC., a corporation existing under the laws of the Province of British Columbia (the “Corporation”), and ADVANCE FACTORING INC., a corporation existing under the laws of the Province of Ontario (the “Factor”).  The Corporation and the Factor are referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into a factoring agreement dated August 28, 2023 (the “Factoring Agreement”);

AND WHEREAS the Parties entered into a factoring amending agreement dated August September 27, 2023 (the “Amending Agreement”);

AND WHEREAS, all capitalized terms used in this Second Amending Agreement which are not otherwise defined herein will have the meanings ascribed thereto in the Factoring Agreement;

AND WHEREAS the Parties have agreed to further amend the terms of the Factoring Agreement as detailed herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

4.5.1       a cash payment of $4,638,340.95 payable to Garfinkle Biderman LLP in trust, to be paid by the Factor and made pursuant to a direction to be provided by the Seller at closing to repay outstanding indebtedness of the Seller, which was completed on August 28, 2023;

4.5.2       a cash payment of $800,000 payable to the Seller by wire, in tranches, on or before October 31, 2023, which was completed;

4.5.3       a cash payment of $215,000 payable to the Seller by wire, in tranches, on or before November 14, 2023, which was completed; and

4.5.4       a cash payment of $650,000 payable to the Seller by wire, in tranches, on or before December 31, 2023.”

4.6.1       2,500,000 common shares of the Seller on the Initial Closing Date, which have been issued;

4.6.2       1,000,000 common shares of the Seller on or before January 31, 2024; and

4.6.3       900,000 common shares of the Seller on or before March 15, 2024.”

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties have executed this Second Amending Agreement as of the date first above written. 

Pursuant to the Guarantee between the Parties dated August 28, 2023, the undersigned hereby acknowledges and confirms that the amounts included in this Second Amending Agreement are covered by the Guarantee.