Exhibit 99.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE INDICATED BY [***].

ANNEX A

SHARE ISSUANCE, LOCK-UP AND HOLDBACK AGREEMENT

This SHARE ISSUANCE, LOCK-UP AND HOLDBACK AGREEMENT (“Agreement”) is entered into as of the October 6, 2026 (the “Effective Date”), by and among: (1) A2Z Cust2Mate Solutions Corp, a company organized under the laws of British Columbia, Canada, whose common shares are listed on the Nasdaq Stock Market (“A2Z”); and (2) O. GAL ENTERPRISES LTD, an Israeli private company (“Holder”); Each of the A2Z, and the Holder referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, A2Z Advanced Solutions Ltd., a wholly owned subsidiary of A2Z (“Buyer”), the Holder, Mr. Ofer Gal (“Ofer”), and Heidia Ltd. an Israeli private company (“Company”) have entered into that certain Share Purchase Agreement, dated as of October 6, 2026 (“SPA”), pursuant to which the Buyer shall acquire 100% of the issued and outstanding shares of the Company from the Holder, subject to the terms and conditions of the SPA; and

WHEREAS, as part of the consideration for the acquisition of the Company under the SPA, A2Z has agreed to issue to the Holder 833,333 common shares, no par value per share, of A2Z (“Closing Consideration Shares”), subject to the terms and conditions set forth herein and in the SPA; and

WHEREAS, the Parties wish to set forth the terms governing the issuance of the Closing Consideration Shares, including certain lock-up restrictions and holdback/forfeiture provisions applicable thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the SPA.

“Affiliate” shall have the meaning ascribed to such term under applicable securities laws.

“Cause” means, with respect to either Ofer or Miron, solely the occurrence of any of the following, with respect to either Ofer or Miron, as determined by the Company’s Board of Directors in good faith and based on a reasonable factual basis, acting reasonably and after considering such person’s response, provided that the Company has given such person detailed written notice of the relevant grounds and all material facts supporting such determination and a reasonable opportunity to respond and, if curable, such person has failed to cure the matter within 20 Business Days after receipt of such notice: (a) fraud, embezzlement, material dishonesty, gross negligence, willful misconduct, misappropriation of assets or confidential information, in each case in connection with such person’s duties and resulting in, or reasonably expected to result in material harm to the Company or to or, solely to the extent directly arising from duties expressly owed by such person to the A2Z Group (as defined in the SPA), to the A2Z Group; (b) (i) in respect to Ofer - a material breach of the SPA by Ofer or Ofer’s New Management Agreement (as defined in the SPA), and (ii) in respect to Miron - a material breach of his employment agreement with the Company, and in both cases including a material breach of obligations relating to confidentiality, intellectual property, non-competition, non-solicitation, proprietary information or inventions, (c) a willful or material breach of the duty of loyalty owed to the Company or the A2Z Group under applicable law, including an undisclosed material conflict of interest, or misuse of confidential or inside information, in each case that results in actual and demonstrable material harm to the Company or to the A2Z Group as applicable; (d) a final and non-appealable conviction, or plea of guilty or nolo contendere, in respect of a criminal offense involving moral turpitude, a felony, or any other criminal offense, other than minor traffic or planning and construction offenses, that has or could reasonably be expected to have a material adverse effect on such person’s ability to perform his duties; (e) a repeated and material failure by such person to perform the principal duties expressly assigned to him under his applicable employment or management agreement, which failure continues following the notice and cure process set forth above; (f) insolvency, bankruptcy, the appointment of a trustee, receiver or similar officeholder over such person’s assets, or the filing of an application for insolvency, liquidation or rehabilitation proceedings, to the extent permitted by applicable law; or (g) any act, omission or circumstance for which the Company would have been entitled, had such person been an employee, to deny him all or part of his severance pay under the Severance Pay Law, 5723-1963, or any other applicable law. For the avoidance of doubt, failure to meet business or financial targets, professional or business disagreements, death, illness or disability (certified by a duly qualified physician), any action taken by such person in good faith pursuant to a resolution of the Company’s Board of Directors, shall not constitute a Cause event.

“Good Reason” means, with respect to either Ofer or Miron: (i) a material reduction in such person’s base salary as in effect immediately following the Closing (other than an across-the-board reduction applicable to all similarly situated employees of the Company); (ii) relocation of such person’s principal place of employment to a location at least 60 kilometres from the location of such person’s principal place of employment as in effect immediately following the Closing; or (iii) a material adverse change in such person’s authority, duties, or responsibilities, in each case as in effect immediately following the Closing (other than temporarily while such person is physically or mentally incapacitated or as required by applicable law). For clarity, such person’s circumstances immediately following the Closing are the baseline for this definition, and no change made at or in connection with the Closing will constitute Good Reason. Notwithstanding anything to the contrary in this Agreement, neither Ofer nor Miron may terminate his engagement under his employment/services agreement for Good Reason unless he gives the Company written notice of the existence of the circumstances providing grounds for termination for Good Reason within 30 days of the initial existence of such grounds, the Company has had 30 days from the date on which such notice is provided to cure such circumstances, and the applicable person resigns within 30 days following the expiration of such 30-day cure period. If the Company cures the condition during the said cure period, then Good Reason shall be deemed not to exist.

“Lock-Up Period” means, with respect to each tranche of the Closing Consideration Shares, the applicable period set forth in Section 3.1 hereof during which such tranche may not be Transferred.

“Material Customer” means any customer or platform of the Company that accounts for at least [***] of the Company’s revenues.

“Material Reduction” means a reduction of at least [***] in the Company’s revenues attributable to the relevant Material Customer (either directly as a customer and/or as a platform in respect of revenues generated from other customers(, in each year as compared to the preceding year.

“Person” shall mean any individual, company, corporation, limited liability company, general or limited partnership, trust, proprietorship, joint venture, or other business entity, unincorporated association, organization or enterprise.

“Transfer” means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of any Closing Consideration Shares or any interest therein, whether voluntary or involuntary, by operation of law or otherwise.

“Unreleased Shares” means, at any time during the Lock-Up Period, the number of Closing Consideration Shares which are subject to the Lock-Up in accordance with the provisions hereof.

“Trigger Event” shall mean each of the following:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, INCLUDING PURSUANT TO RULE 144 THEREUNDER, IF APPLICABLE. THE SHARES ARE FURTHER SUBJECT TO LOCK-UP AND HOLDBACK/FORFEITURE RESTRICTIONS PURSUANT TO THAT CERTAIN SHARE ISSUANCE, LOCK-UP AND HOLDBACK AGREEMENT DATED AS OF [OCTOBER 6, 2026] (“LOCK-UP AGREEMENT”), AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.”

“WITHOUT DEROGATING FROM THE PROVISIONS OF THE LOCK-UP AGREEMENT, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 6, 2027”

The Holder hereby represents and warrants to A2Z as follows:

[Signature page follows]

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

JOINDER AND ACKNOWLEDGMENT BY OFER

Ofer joins this Agreement in his personal capacity and agrees to be bound by its terms, including the lock-up and holdback/forfeiture provisions applicable to the Closing Consideration Shares. Ofer shall cause the Holder to comply with this Agreement and shall be jointly and severally liable with the Holder for any breach by the Holder.