FintechWerx International Software Services — M&A Activity 2026

Apr 10, 2026

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (this “Amending Agreement”) is made effective the 18th day of July, 2024.

AMONG:

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC., a company incorporated under the laws of the Province of British Columbia and having its registered office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("FintechWerx")

AND:

1396015 B.C LTD., a company incorporated under the laws of the Province of British Columbia and having an office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("NumberCo")

AND:

LOOKING GLASS MEDIA LIMITED, a company incorporated under the laws of the Province of British Columbia and having an office 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6 ("Looking Glass")

AND:

SMARTWERX SOLUTIONS INC., a company incorporated under the laws of the Province of British Columbia and having an office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("SmartWerx", and together with FintechWerx, NumberCo, and Looking Glass, the "Parties")

WHEREAS:

A. On July 9, 2024, FintechWerx entered into an amalgamation agreement (the “Amalgamation Agreement”) with NumberCo, Looking Glass, and SmartWerx, pursuant to which NumberCo and SmartWerx agreed to amalgamate under Section 269 of the Business Corporations Act (British Columbia) on the terms described in the Amalgamation Agreement, and upon completion of the amalgamation, continue as Amalco, a wholly-owned subsidiary of FintechWerx, and in connection therewith, FintechWerx will issue common shares in the capital

---

• 2 -

of FintechWerx (each, a "Share") to the sole securityholder of NumberCo (the "Transaction"); and

B. The Parties wish to enter into this Amending Agreement to amend the number of Shares that will be issued by FintechWerx to the securityholder of NumberCo upon closing of the Transaction.

THIS AGREEMENT WITNESSES that, in consideration of the mutual agreements set forth in this Amending Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:

1. Each of the Parties hereby agrees that, effective as of the date of this Amending Agreement, the Amalgamation Agreement shall be amended as follows

(a) Sections 2.1(e)(i) of the Amalgamation Agreement be and is hereby amended by replacing “$550,000” with “$392,000”;
(b) Schedule A of the Amalgamation Agreement be and is hereby deleted in its entirety and replaced with the following:

Name and Address of Target Shareholder	NumberCo Shares Held Prior to the Effective Date	Percentage of NumberCo Shares held Prior to the Effective Date (%)	Number of FintechWerx Shares Issuable to NumberCo Shareholder on the Effective Date
Looking Glass Media Limited	1,130,000	100%	5,600,000
TOTAL	1,130,000	100%	5,600,000

1. Except as amended, each of the Parties agree that the Amalgamation Agreement continues to be binding, unchanged, and in full force and effect. Upon execution of this Amending Agreement by each of the Parties, the Amalgamation Agreement and this Amending Agreement will be read and construed as one agreement (together, the "Amended Agreement"). The Amended Agreement contains the entire understanding of the Parties with respect to the subject matter in this Amending Agreement and the Amalgamation Agreement and cancels and supersedes any prior understandings, agreements, negotiations and discussions, whether written or oral, between the Parties.

2. This Amending Agreement will ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

3. This Amending Agreement will be governed by and construed in accordance with the laws of British Columbia.

---

• 3 -

• This Amending Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Amending Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Amending Agreement.

• NumberCo and Looking Glass acknowledge and agree that Clark Wilson LLP has acted as counsel only to FintechWerx and SmartWerx and is not protecting the rights and interests of NumberCo and Looking Glass. NumberCo and Looking Glass acknowledge and agree that FintechWerx, SmartWerx and Clark Wilson LLP have given NumberCo and Looking Glass the opportunity to seek, and are hereby recommending that NumberCo and Looking Glass obtain, independent legal advice with respect to the subject matter of this Amending Agreement and, further, NumberCo and Looking Glass hereby represent and warrant to FintechWerx, SmartWerx and Clark Wilson LLP that NumberCo and Looking Glass have sought independent legal advice or waive such advice.

---

4

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC.

Per: “Nafees Khan”
Authorized Signatory

1396015 B.C. LTD.

Per: “Francisco Carasquero”
Authorized Signatory

LOOKING GLASS MEDIA LIMITED

Per: “Francisco Carasquero”
Authorized Signatory

SMARTWERX SOLUTIONS INC.

Per: “Nafees Khan”
Authorized Signatory