Sprock-it Acquisitions Limited — M&A Activity 2026

Feb 7, 2026

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FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT (this "First Amendment"), is made as of July 30, 2025, by and among U92 Corp. (the "Purchaser") and [Redacted – Personal Information], [Redacted – Personal Information] and [Redacted – Personal Information] (each, a "Vendor" and, collectively, the "Vendors"). Capitalized terms used herein but not otherwise defined shall have those meanings given to them in the Share Purchase Agreement (as defined below).

WHEREAS, the Company and the Vendors are party to that certain Share Purchase Agreement, dated as of June 18, 2025 (the "Share Purchase Agreement").

AND WHEREAS, the Company and the Vendors desire to amend the Share Purchase Agreement, as set forth herein.

AND WHEREAS, Section 9.7 of the Share Purchase Agreement provides that the Share Purchase Agreement may be amended only with the written consent of the Purchaser and the Vendors.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I AMENDMENTS

• 1.1. Amendment to Section 1.1 (Closing Date). The definition of "Closing Date" in Section 1.1 of the Share Purchase Agreement is hereby amended and restated to read in its entirety as follows:
• ""Closing Date" means October 31, 2025 or such earlier or later date as may be agreed to in writing by the Vendors and the Purchaser."
• 1.2. Amendment to Section 1.1 (Deposit). A new definition for the term "Deposit" shall be added in Section 1.1 of the Share Purchase Agreement immediately following the definition of "Deferred Consideration Shares":
• ""Deposit" has the meaning set out in Section 2.1.1."
• 1.3. Non-Refundable Deposit. A new Section 2.1.1 shall be added to the Share Purchase Agreement, immediately following Section 2.1, and shall read in its entirety as follows:
• "2.1.1 Non-Refundable Deposit. Within three (3) Business Days of July 31, 2025, the Purchaser shall pay a CAD\$100,000 non-refundable deposit (the "Deposit") to the Vendors, by wire transfer of immediately available funds, to the Vendors' operational consultant, [Redacted – Commercially Sensitive], details below:

[Redacted – Commercially Sensitive]

Such Deposit shall be credited against the Purchaser's milestone payment pursuant to Section 2.6(1)(a)."

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• 1.4. Amendment to Section 2.6(1)(a). Section 2.6(1)(a) is hereby amended and restated to read in its entirety as follows:
• " Milestone Trigger One. Following the occurrence of Milestone Trigger One, the Purchaser shall: (i) deliver a cash payment of CAD\$3,000,000, less an amount to satisfy the Corporation Liabilities and less the amount of the Deposit, to the Vendors' respective nominees by wire transfer of immediately available funds to the bank account and recipient specified by the Vendors immediately following the occurrence of such Milestone Trigger One; and (ii) deliver a cash payment of CAD\$2,000,000 to the Vendors' respective nominees by wire transfer of immediately available funds to the bank account and recipient specified by the Vendors on the date that is 12-months following the occurrence of such Milestone Trigger One."

ARTICLE II MISCELLANEOUS

• 2.1 Captions. The headings contained in this First Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this First Amendment. Except as otherwise indicated, all references in this First Amendment to "Sections" are intended to refer to the Sections of the Share Purchase Agreement.
• 2.2 Effect of Amendment. Except as amended and set forth above, the Share Purchase Agreement shall continue in full force and effect.
• 2.3 Entire Agreement. This First Amendment together with the Share Purchase Agreement and all exhibits, annexes and schedules attached thereto, constitute and contain the entire agreement among the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
• 2.4 Severability. In case any one (1) or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
• 2.5 Governing Law. This First Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of law.
• 2.6 Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.
• 2.7 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.

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• 2.8 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators. Nothing in this First Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and permitted assigns any right, remedies, obligations or liabilities under or by reason of this First Amendment, except as expressly provided in this First Amendment.
• 2.9 Further Actions. Each party hereto shall execute, acknowledge and deliver such further instruments, and do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this First Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF the parties have executed this First Amendment as of the date first above written.

U92 CORP.

By: (signed) "Adam Clode"

Name: Adam Clode

Title: Chief Executive Officer

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Director

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Managing Member

(signed) [Redacted – Personal Information]

[Redacted – Personal Information]