BUSINESS COMBINATION AGREEMENT

among

WONDERFI TECHNOLOGIES INC.

and

COINSQUARE LTD.

and

COINSMART FINANCIAL INC.

dated as of

April 2, 2023

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Page

ARTICLE I DEFINITIONS .........................................................................................................2	ARTICLE I DEFINITIONS .........................................................................................................2
Section 1.01	Definitions ....................................................................................................2
Section 1.02	Coinsquare/Coinsmart SPA Release ..........................................................28
ARTICLE II BUSINESS COMBINATION ..............................................................................29
Section 2.01	Transaction .................................................................................................29
Section 2.02	Court Orders ...............................................................................................29
Section 2.03	Final Orders ................................................................................................31
Section 2.04	Court Proceedings ......................................................................................31
Section 2.05	Payment of Consideration ..........................................................................32
Section 2.06	Options and Warrants .................................................................................32
Section 2.07	Preparation of Filings .................................................................................34
Section 2.08	Closing .......................................................................................................34
Section 2.09	Tax Election for Eligible Holders ..............................................................35
Section 2.10	Withholding Taxes .....................................................................................35
Section 2.11	U.S. Securities Law Matters .......................................................................36
Section 2.12	U.S. Tax Matters ........................................................................................38
ARTICLE III THE	MEETINGS AND THE CIRCULAR ......................................................38
Section 3.01	The WonderFi Meeting ..............................................................................38
Section 3.02	The Coinsquare Meeting ............................................................................40
Section 3.03	The Coinsmart Meeting ..............................................................................42
Section 3.04	The Circular................................................................................................44

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WONDERFI ...................46
ARTICLE V REPRESENTATIONS AND WARRANTIES OF COINSQUARE ................47
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF COINSMART .................47
ARTICLE VII SURVIVAL OF COVENANTS, REPRESENTATIONS AND
WARRANTIES ............................................................................................................................47
ARTICLE VIII COVENANTS ...................................................................................................47
Section 8.01 Covenants of Coinsquare Regarding the Conduct of Business ..................47
Section 8.02 Covenants of WonderFi Regarding the Conduct of Business ....................52
Section 8.03 Covenants of Coinsmart Regarding the Conduct of Business ...................57
Section 8.04 Adjustment to Consideration for Dividends...............................................61
Section 8.05 Mutual Covenants of the Parties Relating to the Arrangements ................61
Section 8.06 Access to Information ................................................................................63
Section 8.07 Insurance and Indemnification ...................................................................63

(i)

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Section	8.08	Coinsquare No Solicitation of Other Bids..................................................64
Section	8.09	WonderFi No Solicitation of Other Bids....................................................69
Section	8.10	Coinsmart No Solicitation of Other Bids ...................................................74
Section	8.11	Notice of Certain Events ............................................................................78
Section	8.12	Personal Information Privacy .....................................................................80
Section	8.13	Authorizations ............................................................................................81
Section	8.14	Covenants Relating to the Consideration Shares .......................................84
Section	8.15	Governance Matters ...................................................................................85
Section	8.16	Name Change .............................................................................................86
Section	8.17	Financings and Acquisitions ......................................................................86
Section	8.18	Closing Conditions .....................................................................................87
Section	8.19	Public Announcements and Filings ............................................................87
Section	8.20	Further Assurances .....................................................................................88

ARTICLE IX CONDITIONS TO CLOSING ...........................................................................88	ARTICLE IX CONDITIONS TO CLOSING ...........................................................................88
Section 9.01	Mutual Conditions Precedent .....................................................................88
Section 9.02	Conditions Precedent to Obligations of WonderFi ....................................90
Section 9.03	Conditions to Obligations of Coinsquare ...................................................91
Section 9.04	Conditions to Obligations of Coinsmart ....................................................93
Section 9.05	Frustration of Conditions ...........................................................................95
ARTICLE X TERMINATION ...................................................................................................95
Section 10.01	Term .........................................................................................................95
Section 10.02	Termination ..............................................................................................95
Section 10.03	Expense Reimbursement and Termination Fee ........................................99
Section 10.04	Amendment ............................................................................................106

ARTICLE XI MISCELLANEOUS ..........................................................................................106	ARTICLE XI MISCELLANEOUS ..........................................................................................106
Section 11.01	Expenses .................................................................................................106
Section 11.02	Notices ....................................................................................................107
Section 11.03	Interpretation ..........................................................................................108
Section 11.04	Headings .................................................................................................108
Section 11.05	Severability.............................................................................................108
Section 11.06	Entire Agreement ...................................................................................109
Section 11.07	Successors and Assigns ..........................................................................109
Section 11.08	Third-Party Beneficiaries .......................................................................109
Section 11.09	Amendment and Modification; Waiver..................................................109
Section 11.10	Governing Law; Forum Selection; Choice of Language .......................110
Section 11.11	Specific Performance .............................................................................110
Section 11.12	No Liability ............................................................................................110
Section 11.13	Counterparts ...........................................................................................111

Schedules

Schedule A – WonderFi Resolution

(ii)

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Schedule B	–	Coinsquare Arrangement Resolution
Schedule C	–	Coinsmart Arrangement Resolution
Schedule D	–	Coinsquare Plan of Arrangement
Schedule E	–	Coinsmart Plan of Arrangement
Schedule F	–	Investor Rights Agreements
Schedule G	–	Optionholders and Warrantholders
Schedule H	–	Earnout Rights Indenture
Schedule IV	–	Representations and Warranties of WonderFi
Schedule V	–	Representations and Warranties of Coinsquare
Schedule VI	–	Representations and Warranties of Coinsmart

(iii)

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BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “ Agreement ”) is made as of April 2, 2023:

BETWEEN:

WONDERFI TECHNOLOGIES INC. , a corporation existing under the laws of the Province of British Columbia (“ WonderFi ”)

and -

COINSQUARE LTD. , a corporation existing under the laws of Canada (“ Coinsquare ”)

and -

COINSMART FINANCIAL INC. , a corporation existing under the laws of the Province of British Columbia (“ Coinsmart ”)

RECITALS:

A. The Parties seek to combine their respective companies by way of the Coinsquare Arrangement and the Coinsmart Arrangement, and as more fully provided for in this Agreement.
B. The WonderFi Board has determined, after receiving financial and legal advice and after reviewing the WonderFi Fairness Opinion, that the Transaction is fair, from a financial point of view, to the WonderFi Shareholders and that the Transaction is in the best interests of WonderFi and has resolved to recommend that the WonderFi Shareholders vote in favour of the WonderFi Resolution, all subject to the terms and the conditions contained in this Agreement.
C. The Coinsquare Board has determined, after receiving financial and legal advice and after reviewing the Coinsquare Fairness Opinion, that the Coinsquare Arrangement is in the best interests of Coinsquare and that the consideration to be received by the Coinsquare Shareholders pursuant to the Coinsquare Arrangement is fair, from a financial point of view, to the Coinsquare Shareholders. The Coinsquare Board has approved the transactions contemplated by this Agreement and determined to recommend that the Coinsquare Shareholders vote in favour of the Coinsquare Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement.
D. The Coinsmart Board has determined, after receiving financial and legal advice and after reviewing the Coinsmart Fairness Opinion, that the Coinsmart Arrangement is in the best interests of Coinsmart, and that the consideration to be received by the Coinsmart Shareholders pursuant to the Coinsmart Arrangement is fair, from a financial point of view, to the Coinsmart Shareholders. The Coinsmart Board has approved the transactions contemplated by this Agreement and determined to recommend that the Coinsmart
1 -

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Shareholders vote in favour of the Coinsmart Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement.

E. The Parties have entered into, as applicable: (i) the WonderFi Voting Agreements with each of the WonderFi Locked-up Shareholders (ii) the Coinsquare Voting Agreements with each of the Coinsquare Locked-up Shareholders, and (iii) the Coinsmart Voting Agreements with each of the Coinsquare Locked-up Shareholders, pursuant to which, among other things, such Coinsquare Locked-up Shareholders, WonderFi Locked-up Shareholders, and Coinsmart Locked-up Shareholders have agreed, subject to the terms and conditions thereof, to vote their respective Coinsquare Shares, WonderFi Shares and Coinsmart Shares in favour of the Transaction Resolutions, as applicable.
F. In furtherance of the Transaction, the Coinsquare Board and the Coinsmart Board have agreed to submit the Coinsquare Plan of Arrangement and the Coinsmart Plan of Arrangement, respectively, to the Court for approval.

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

ARTICLE I DEFINITIONS

Section 1.01 Definitions

In this Agreement, the following terms have the meanings specified or referred to in this Section 1.01:

“ Acquisition ” means any acquisition or other strategic transaction proposed to be entered into by a Party where the consideration issued for such transaction is limited to: (a) cash; (b) common shares of such Party; (c) convertible securities of such Party issued in replacement of outstanding convertible securities of the counterparty to the transaction on economically equivalent terms; or (d) any combination of the foregoing; provided that the acquiring or transacting Party may also grant earn-out rights based on the future achievement of agreed financial milestones.

“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice or reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.

“ Advance Ruling Certificate ” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the Transaction, such advance ruling certificate not having been modified or withdrawn prior to the Effective Time.

“ Affiliate ” when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other

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Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term “controlled” has a corresponding meaning; provided that , in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Laws ” means, in respect of a Person, means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority that is applicable to such Person or its property or assets.

“ Articles ” means the original or restated articles of incorporation, articles of amendment, articles of continuance, articles of amalgamation, articles of arrangement, articles of reorganization, articles of dissolution, articles of revival, articles of constitution, letters patent, supplemental letters patent, a special act, memorandum and articles of association or any other instrument by which a corporation is incorporated.

“ Assets ” means all the assets, real and personal, tangible and intangible of a Person.

“ Authorization ” means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorizations of any Governmental Authority having jurisdiction.

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time.

“ Benefit Plan ” means, with respect to a Party to this Agreement, all employee benefit plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any employees, directors or officers or former employees, directors or officers of the applicable Party, or any spouses, dependents or survivors of any employee or former employee of such Party, or in respect of which such Party is a party to or bound by or is obligated to contribute or in any way liable (whether direct or indirect), whether or not insured and whether or not subject to any Applicable Laws, including bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance and termination pay, hospitalization, health and other medical benefits including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability, salary continuation, vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and pension, savings, retirement and supplemental retirement plans (including any defined benefit or defined contribution Pension Plan and any group registered retirement savings plan), and supplemental pension plans and any equity compensation plans, except that the term “ Benefit Plans ” shall not include any statutory plans with which a Party is required to contribute or comply, including the Canada Pension Plan, Québec Pension Plan and

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plans administered under applicable provincial health tax, workers’ compensation, workplace health and safety and employment insurance legislation.

“ Blockchain Foundry Balance Sheet ” means the most recent balance sheet prepared in connection with the interim consolidated financial statements of Blockchain Foundry Inc. as at and for the three months ended September 30, 2022 and 2021.

“ Blockchain Foundry Balance Sheet Date ” means the date of the Blockchain Foundry Balance Sheet.

“ Books and Records ” means, in respect of a Person: (a) all of such Person’s and its Subsidiaries’ books of account, accounting records and other financial data and information, including copies of filed Tax Returns and assessments for each of the financial years of such Person and its Subsidiaries commencing after the Tax year ended seven years before the date of this Agreement; (b) the corporate and other records of such Person and its Subsidiaries; (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, such Person or its Business; and (d) all other books, documents, files, records, telephone call recordings, correspondence, data and information, financial or otherwise, that are in the possession or under the control of such Person and its Subsidiaries, including all data and information stored electronically or on computer related media.

“ Business ” means, in respect of: (a) WonderFi, the business of owning and operating the WonderFi App, Bitbuy, Coinberry, WonderFi Interactive, Blockchain Foundry, BetLegend and such further additions to the business of WonderFi as permitted pursuant to this Agreement; (b) Coinsquare, the business of Crypto Asset trading, owning and operating the Coinsquare App, Coinsquare Capital Markets Ltd., the Coinsquare ATS, maintaining an investment portfolio and such further additions to the business of Coinsquare as permitted pursuant to this Agreement; and (c) Coinsmart, the business of Crypto Asset trading, owning, operating and maintaining the Coinsmart Platform and owning, operating and maintaining a Crypto Asset payments and invoicing platform (including, for greater certainty, the SmartPay business) and such further additions to the business of Coinsmart as permitted pursuant to this Agreement, and all related activities as conducted or proposed to be conducted by WonderFi, Coinsquare, or Coinsmart, as applicable, as at the Effective Date.

“ Business Day ” means any day except Saturday, Sunday or any other day on which banks located in Toronto, Ontario or Vancouver, British Columbia, are authorized or required by Applicable Laws to be closed for business.

“ CASL ” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Act , the Competition Act , the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and its associated regulations.

“ CBCA ” means the Canada Business Corporations Act , including the regulations promulgated thereunder, as amended from time to time.

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“ CCML CSA Orders ” means, collectively, the (a) the order of the CSA dated October 12, 2022, granting prospectus relief, derivatives trade reporting relief and marketplace relief, (b) the order of the Autorité des marchés financiers dated October 12, 2022, granting marketplace relief in the Province of Québec, (c) the order of the Autorité des marchés financiers dated October 12, 2022, granting settlement system relief in the Province of Québec, (d) the order of the British Columbia Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, the Financial and Consumer Services Commission (New Brunswick) and the Nova Scotia Securities Commission dated October 12, 2022 granting exchange recognition relief, (e) the order of the British Columbia Securities Commission dated October 12, 2022 granting clearing agency recognition relief, and (f) the order of the Ontario Securities Commission dated October 19, 2022 requiring Coinsquare Capital Markets Ltd. to follow the Process for the Review and Approval of the Information Contained in Form 21-101F2 (the ATS protocol).

“ CFPOA ” means the Corruption of Foreign Public Officials Act (Canada).

“ Circular ” means the notice of the WonderFi Meeting, the notice of the Coinsquare Meeting, the notice of the Coinsmart Meeting, and the accompanying joint management information circular of the Parties, including all schedules, appendices and exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time, to be sent to the WonderFi Shareholders, Coinsquare Shareholders, Coinsmart Shareholders, and each other Person required by the Interim Orders or Applicable Laws, in connection with the WonderFi Meeting, Coinsquare Meeting and Coinsmart Meeting.

“ Claims ” has the meaning set forth in Section 1.02.

“ Closing ” means the closing of the Transaction contemplated by this Agreement.

“ Coinsmart ” has the meaning set forth in the preamble.

“ Coinsmart Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding any transaction involving only Coinsmart and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than WonderFi and Coinsquare, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of WonderFi or Coinsquare, or any Affiliates thereof acting jointly), whether or not in writing and whether or not delivered to the Coinsmart Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of Coinsmart and or one or more of its Subsidiaries (including shares of Subsidiaries of Coinsmart) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of Coinsmart and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of Coinsmart included in the Coinsmart Public Documents), or (ii) 20% or more of any class of voting or equity securities of Coinsmart or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of Coinsmart or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation,

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consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving Coinsmart and/or one or more of its Subsidiaries; or (d) any other similar transaction involving Coinsmart or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to WonderFi and Coinsquare of the Transaction.

“ Coinsmart Arrangement ” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the Coinsmart Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.04 hereof or the Coinsmart Plan of Arrangement or at the direction of the Court in the Final Order for Coinsmart with the prior written consent of Coinsquare and WonderFi, each acting reasonably.

“ Coinsmart Arrangement Resolution ” means the special resolution of the Coinsmart Shareholders to approve the Coinsmart Arrangement, which is to be considered at the Coinsmart Meeting and shall be substantially in the form and content of Schedule A.

“ Coinsmart Balance Sheet ” means the most recent balance sheet prepared in connection with the Coinsmart Financial Statements.

“ Coinsmart Balance Sheet Date ” means the date of the Coinsmart Balance Sheet.

“ Coinsmart Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by Coinsmart or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of Coinsmart or its Subsidiaries.

“ Coinsmart Board ” means the board of directors of Coinsmart, as constituted from time to time.

“ Coinsmart Board Recommendation ” has the meaning set forth in Section 3.04(b)(vi).

“ Coinsmart Change in Recommendation ” has the meaning set forth in Section 8.10(a)(iv).

“ Coinsmart CSA Orders ” means the decisions of the Ontario Securities Commission in the matter of Simply Digital Technologies Inc. COB as CoinSmart, dated October 21, 2021 and December 21, 2021 which were adopted by the securities commissions in all of the other provinces and territories in Canada, for relief from the certain requirements under applicable Securities Laws with respect to the operation by Coinsmart of the Coinsmart Platform.

“ Coinsmart Data ” means all data (including Personal Information) collected, generated, Handled, received or stored by or on behalf of Coinsmart in connection with its Business.

“ Coinsmart Data Room ” means the electronic data rooms, as existing as of 4:00 p.m. on April 2, 2023 and made available by Coinsmart to Coinsquare and WonderFi and their respective Representatives in connection with the Transaction.

“ Coinsmart Disclosure Letter ” means the disclosure letter delivered by Coinsmart to WonderFi and Coinsquare concurrently with the execution and delivery of this Agreement.

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“ Coinsmart Dissent Rights ” means the dissent rights provided to the Coinsmart Shareholders pursuant to Division 2 of Part 8 of the BCBCA, as modified by Article 4 of the Coinsmart Plan of Arrangement, and the Interim Order and the Final Order for Coinsmart.

“ Coinsmart Dissenting Shareholder ” has the meaning given to “Dissenting Shareholder” in the Coinsmart Plan of Arrangement.

“ Coinsmart Fairness Opinion ” means the opinion of Eight Capital to the effect that, as of the date of such opinion, the consideration to be received by the Coinsmart Shareholders pursuant to the Transaction is fair, from a financial point of view.

“ Coinsmart Financial Statements ” means the audited consolidated financial statements of Coinsmart for the years ended December 31, 2022 and 2021, including any notes or schedules thereto and the auditor’s report thereon.

“ Coinsmart Incentive Plan ” means the omnibus long term incentive plan of Coinsmart, effective as of November 2, 2021.

“ Coinsmart Insurance Policies ” has the meaning set forth in Section 6.12(a) of Schedule VI.

“ Coinsmart’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of the following officers of Coinsmart: Justin Hartzman (Chief Executive Officer), Gordon Brocklehurst (Chief Financial Officer), Jeremy Koven (Chief Operating Officer), Michael Koral (Chief Business Officer), Pierre Soulard (Chief Legal Officer) and Pavel Ginzul (Director, European Union), after due inquiry into the relevant subject matter.

“ Coinsmart Locked-up Shareholders ” means the directors and senior officers of Coinsmart and shareholders listed on Section 1.01 of the Coinsmart Disclosure Letter.

“ Coinsmart Material Contract ” means any Contract to which Coinsmart or any of its Subsidiaries are party to or otherwise bound and which is material to Coinsmart and its Subsidiaries, taken as a whole.

“ Coinsmart Material Subsidiaries ” means (i) Simply Digital Technologies Inc., (ii) SDT USA Inc., (iii) S.D.T. OÜ (Estonia) and (iv) S.D.T. UAB (Lithuania).

“ Coinsmart Meeting ” means the special meeting of the Coinsmart Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement and the Interim Order for Coinsmart to consider the Coinsmart Arrangement Resolution.

“ Coinsmart Options ” means the outstanding options to purchase Coinsmart Shares granted under the Coinsmart Incentive Plan or otherwise.

“ Coinsmart Owned Intellectual Property ” has the meaning set forth in Section 6.11 of Schedule VI.

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“ Coinsmart Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of Coinsmart and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the Coinsmart Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan or Quebec Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of Coinsmart and its Subsidiaries; (d) the rights of counterparties under the Contracts of Coinsmart and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the Coinsmart Disclosure Letter.

“ Coinsmart Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule E, and any amendments or variations thereto made in accordance with Section 10.04 or the Coinsmart Plan of Arrangement or at the direction of the Court.

“ Coinsmart Platform ” means the proprietary platform of Coinsmart and its Subsidiaries that permits clients of Coinsmart or its Subsidiaries to enter into contracts with Coinsmart or its Subsidiaries to purchase, sell and hold Crypto Assets.

“ Coinsmart Public Documents ” means all forms, reports, schedules, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by Coinsmart pursuant to the applicable Securities Laws since December 31, 2021 which are publicly available under Coinsmart’s profile on SEDAR at www.sedar.com.

“ Coinsmart RSU ” has the meaning given to “RSU” in the Coinsmart Incentive Plan.

“ Coinsmart Security Incident ” means a material cyber or security incident (including any material security breach, intrusion, denial of service attack, ransomware attack, phishing attack or unauthorized processing of any Coinsmart Systems or data, or any loss, unauthorized distribution, compromise, or unauthorized access to or disclosure of any data processed by the Coinsmart Systems).

“ Coinsmart Securityholders ” means the holders of Coinsmart Shares, Coinsmart Options and Coinsmart Warrants.

“ Coinsmart Shareholders ” means the registered and/or beneficial owners of the Coinsmart Shares, as the context requires.

“ Coinsmart Shares ” means the common shares in the capital of Coinsmart.

“ Coinsmart Superior Proposal ” means an unsolicited bona fide written Coinsmart Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Coinsmart and its Subsidiaries, that is not obtained in violation of this

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Agreement or any agreement between the Person making such Coinsmart Superior Proposal and Coinsmart and its Subsidiaries or their Affiliates, made after the date of this Agreement that: (a) did not result from a breach of Section 8.10; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Coinsmart Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Coinsmart Acquisition Proposal and the Person or group of Persons making such Coinsmart Acquisition Proposal; and (e) the Coinsmart Board has determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such Coinsmart Acquisition Proposal and all factors and matters considered appropriate, including whether such Coinsmart Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Coinsmart Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by Coinsquare and WonderFi pursuant to Section 8.10(g)).

“ Coinsmart Systems ” means the computers, computer systems, servers, hardware, Software, networks, workstations, routers, hubs, switches, data communication equipment and lines, and all other information technology equipment and related items of automated, computerized or Software systems, and all documentation related to the foregoing, owned by, or licensed or leased to, or used by, Coinsmart and the Coinsmart Material Subsidiaries.

“ Coinsmart Termination Fee Event ” has the meaning set forth in Section 10.03(d).

“ Coinsmart Voting Agreements ” means the voting agreements (including all amendments thereto) between WonderFi, Coinsquare and each of the Coinsmart Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Coinsmart Shares in favour of the Coinsmart Arrangement Resolution.

“ Coinsmart Warrants ” means the outstanding warrants exercisable to purchase Coinsmart Shares.

“ Coinsquare ” has the meaning set forth in the preamble.

“ Coinsquare Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding any transaction involving only Coinsquare and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than WonderFi and Coinsmart, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of WonderFi or Coinsmart, or any Affiliates thereof acting jointly), whether or not in writing and whether or not delivered to Coinsquare Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of Coinsquare and or one or more of its Subsidiaries (including shares of Subsidiaries of Coinsquare) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of Coinsquare and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of

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Coinsquare), or (ii) 20% or more of any class of voting or equity securities of Coinsquare or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of Coinsquare or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving Coinsquare and/or one or more of its Subsidiaries; or (d) any other similar transaction involving Coinsquare or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to WonderFi and Coinsmart of the Transaction.

“ Coinsquare Arrangement ” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Coinsquare Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.04 or the Coinsquare Plan of Arrangement or at the direction of the Court in the Final Order for Coinsquare with the prior written consent of WonderFi and Coinsmart, each acting reasonably.

“ Coinsquare Arrangement Resolution ” means the special resolution of the Coinsquare Shareholders to approve the Coinsquare Arrangement, which is to be considered at the Coinsquare Meeting and shall be substantially in the form and content of Schedule B.

“ Coinsquare Balance Sheet ” means the most recent balance sheet prepared in connection with the Coinsquare Financial Statements.

“ Coinsquare Balance Sheet Date ” means the date of the Coinsquare Balance Sheet.

“ Coinsquare Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by Coinsquare or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of Coinsquare or its Subsidiaries.

“ Coinsquare Board ” means the board of directors of Coinsquare, as constituted from time to time.

“ Coinsquare Board Recommendation ” has the meaning set forth in Section 3.04(b)(iv).

“ Coinsquare Change in Recommendation ” has the meaning set forth in Section 8.08(a)(iv).

“ Coinsquare/Coinsmart SPA ” means the share purchase agreement between Coinsquare and Coinsmart dated as of September 22, 2022.

“ Coinsquare Data ” means all data (including Personal Information) collected, generated, Handled, received or stored by or on behalf of Coinsquare in connection with its Business.

“ Coinsquare Data Room ” means the electronic data rooms, as existing as of 4:00 p.m. on April 2, 2023 and made available by Coinsquare to WonderFi and Coinsmart and their respective Representatives in connection with the Transaction.

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“ Coinsquare Disclosure Letter ” means the disclosure letter delivered by Coinsquare to WonderFi and Coinsmart concurrently with the execution and delivery of this Agreement.

“ Coinsquare Dissent Rights ” means the dissent rights provided to the Coinsquare Shareholders pursuant to Part XV section 190 of the CBCA, as modified by Article 4 of the Coinsquare Plan of Arrangement, and the Interim Order and the Final Order for Coinsquare.

“ Coinsquare Dissenting Shareholder ” has the meaning given to “Dissenting Shareholder” in the Coinsquare Plan of Arrangement.

“ Coinsquare Fairness Opinion ” means the opinion of Origin Merchant Partners to the effect that, as of the date of such opinion, the consideration to be paid to the Coinsquare Shareholders in connection with the Transaction is fair, from a financial point of view, to the Coinsquare Shareholders.

“ Coinsquare Financial Statements ” means the audited consolidated financial statements of Coinsquare for the years ended December 31, 2022 and 2021, including any notes or schedules thereto and the auditor’s report thereon.

“ Coinsquare Insurance Policies ” has the meaning set forth in Section 5.12 of Schedule V.

“ Coinsquare’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of any of the following officers of Coinsquare: Martin Piszel (Chief Executive Officer), Danilo Giacovazzi (Chief Financial Officer), Eric Richmond (Chief Operating Officer) and Katrina Prokopy (Chief Legal Officer and Head of Regulatory Affairs), after due inquiry into the relevant subject matter.

“ Coinsquare Locked-up Shareholders ” means the directors and senior officers of Coinsquare and shareholders listed on Section 1.01 of the Coinsquare Disclosure Letter.

“ Coinsquare Material Contract ” means any Contract to which Coinsquare or any of its Subsidiaries are party to or otherwise bound and which is material to Coinsquare and its Subsidiaries, taken as a whole.

“ Coinsquare Material Subsidiaries ” means Coinsquare Canada Ltd., Coinsquare Capital Markets Ltd., Coinsquare Investments Ltd. and Coin Capital Investment Management Inc.

“ Coinsquare Meeting ” means the special meeting of the Coinsquare Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement and the Interim Order for Coinsquare to consider the Coinsquare Arrangement Resolution.

“ Coinsquare Options ” means the outstanding options to purchase Coinsquare Shares granted under the Coinsquare Stock Option Plan.

“Coinsquare Owned Intellectual Property ” has the meaning set forth in Section 5.11(c) of Schedule V.

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“ Coinsquare Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of Coinsquare and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the Coinsquare Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of Coinsquare and its Subsidiaries or the Coinsquare USA; (d) the rights of counterparties under the Contracts of Coinsquare and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the Coinsquare Disclosure Letter.

“ Coinsquare Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule D, and any amendments or variations thereto made in accordance with Section 10.04 or the Coinsquare Plan of Arrangement or at the direction of the Court.

“ Coinsquare Security Incident ” means a material cyber or security incident (including any material security breach, intrusion, denial of service attack, ransomware attack, phishing attack or unauthorized processing of any Coinsquare Systems or data, or any loss, unauthorized distribution, compromise, or unauthorized access to or disclosure of any data processed by the Coinsquare Systems).

“ Coinsquare Securityholders ” means the Coinsquare Shareholders and the holders of Coinsquare Options.

“ Coinsquare Shareholders ” means the registered and/or beneficial owners of the Coinsquare Shares, as the context requires.

“ Coinsquare Shares ” means the common shares in the capital of Coinsquare.

“ Coinsquare Stock Option Plan ” means the fourth amended and restated share option plan of Coinsquare, effective April 12, 2022.

“ Coinsquare Superior Proposal ” means an unsolicited bona fide written Coinsquare Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Coinsquare and its Subsidiaries, that is not obtained in violation of this Agreement or any agreement between the Person making such Coinsquare Superior Proposal and Coinsquare and its Subsidiaries or their Affiliates, made after the date of this Agreement that: (a) did not result from a breach of Section 8.08; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Coinsquare Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Coinsquare Acquisition Proposal and the Person or group of Persons making such Coinsquare Acquisition Proposal; and (e) the Coinsquare Board has

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determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such Coinsquare Acquisition Proposal and all factors and matters considered appropriate, including whether such Coinsquare Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Coinsquare Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by Coinsmart and WonderFi pursuant to Section 8.08(g)).

“ Coinsquare Systems ” means the computers, computer systems, servers, hardware, Software, networks, workstations, routers, hubs, switches, data communication equipment and lines, and all other information technology equipment and related items of automated, computerized or Software systems, and all documentation related to the foregoing, owned by, or licensed or leased to, or used by, Coinsquare and the Coinsquare Material Subsidiaries.

“ Coinsquare Termination Fee Event ” has the meaning set forth in Section 10.03(f).

“ Coinsquare USA ” means the fifth amended and restated unanimous shareholder agreement of the Coinsquare dated June 29, 2022.

“ Coinsquare Voting Agreements ” means the voting agreements (including all amendments thereto) between WonderFi, Coinsmart and each of the Coinsquare Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Coinsquare Shares in favour of the Coinsquare Arrangement Resolution.

“ Collective Agreement ” means a collective agreement (including an expired collective agreement which has not been renewed) and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the relevant Party is bound or which impose any obligations upon the relevant Party or sets out the understanding of the parties or an interpretation with respect to the meaning of any provisions of such collective agreements.

“ Commissioner ” means the Commissioner of Competition appointed pursuant to the Competition Act or any Person duly authorized to exercise the powers of the Commissioner of Competition.

“ Competition Act ” means the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended, and the regulations promulgated thereunder.

“ Competition Act Clearance ” means that either: (i) the Commissioner shall have issued an Advance Ruling Certificate; or (ii) both of (A) the applicable waiting period under section 123 of the Competition Act shall have expired or been waived by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act; and (B) the Commissioner shall have issued a No Action Letter.

“ Confidentiality Agreement ” means the confidentiality agreement entered into among the Parties dated February 16, 2023.

“ Consideration ” means: (i) the consideration to be received by the Coinsquare Securityholders (other than Coinsquare Dissenting Shareholders) pursuant to the Coinsquare Plan of Arrangement;

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(ii) the consideration to be received by the Coinsmart Securityholders (other than Coinsmart Dissenting Shareholders) pursuant to the Coinsmart Plan of Arrangement; and (iii) all other consideration to be received by the other securityholders of Coinsquare and Coinsmart pursuant to this Agreement.

“ Consideration Shares ” means the WonderFi Shares to be issued pursuant to the Coinsquare Arrangement and the Coinsmart Arrangement.

“ Contracts ” means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“ Court ” means the Supreme Court of British Columbia.

“ Crypto Assets ” means bitcoin, ether, crypto currency and anything commonly considered a crypto asset, digital or virtual currency, or digital or virtual tokens, that are not themselves securities or derivatives.

“ CSA ” means the Canadian Securities Administrators.

“ CSA Approval ” means non-objection of the CSA to the Transaction.

“ Depositary ” means any trust company, bank or financial institution agreed to in writing by the Parties for the purpose of, among other things, exchanging certificates representing Coinsquare Shares and Coinsmart Shares for certificates (or direct registration statements) representing Consideration Shares in connection with the Coinsquare Arrangement and Coinsmart Arrangement;

“Developers ” has the meaning set forth in Section 4.11(j) of Schedule IV, and applied mutatis mutandis , as applicable, in respect of Coinsquare and Coinsmart in Section 5.11(j) of Schedule V and Section 6.11(j) of Schedule VI.

“ Director ” has the meaning ascribed to such term in the CBCA.

“ Disclosure Letters ” means, together, the Coinsquare Disclosure Letter, the Coinsmart Disclosure Letter, and the WonderFi Disclosure Letter.

“ Disposal ” means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying.

“ Dollars ” or “ $ ” means the lawful currency of Canada.

“ Early Payment Amount ” has the meaning ascribed thereto in the Earnout Rights Indenture;

“ Earnout ” means the portion of the proceeds of disposition payable in consideration for the sale of the Coinsmart Shares to be sold by the Coinsmart Shareholders pursuant to this Agreement and the Coinsmart Plan of Arrangement that is determined by reference to the Earnout Amount.

“ Earnout Amount ” means the SmartPay Revenue, which is an amount determined by reference to the underlying goodwill of Coinsmart represented by the future revenues generated by its

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underlying assets and which would not otherwise be paid as a dividend to the Coinsmart Shareholders (who become WonderFi Shareholders pursuant to the Coinsmart Plan of Arrangement) in the normal course.

“ Earnout Payment ” means a SmartPay Revenue Payment.

“ Earnout Right ” means an earnout right of WonderFi to be issued to the Coinsmart Shareholders in accordance with the terms and conditions of the Earnout Rights Indenture and the Coinsmart Plan of Arrangement and governed by the Earnout Rights Indenture, with each Earnout Right representing a proportionate interest in the entitlement of all holders of Earnout Rights to receive the Earnout (including any Earnout Payment, Sale Payment and/or Early Payment Amount) in accordance with the Earnout Rights Indenture.

“ Earnout Rights Indenture ” means the earnout rights indenture to be entered into between WonderFi and an earnout rights agent, to be agreed to by the Parties acting reasonably, in substantially the form attached hereto as Schedule H.

“ Effective Date ” means the date upon which all of the conditions to completion of the Transaction as set forth in this Agreement have been satisfied or waived and all documents agreed to be delivered hereunder have been delivered to the satisfaction of the Parties hereto, acting reasonably.

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date.

“ Eligible (Coinsmart) Holder ” means a beneficial owner of Coinsmart Shares immediately prior to the Effective Time who is (a) a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person) or (b) a partnership any member (including an indirect member through one or more other partnerships) of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person).

“ Eligible (Coinsquare) Holder ” means a beneficial owner of Coinsquare Shares immediately prior to the Effective Time who is (a) a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person) or (b) a partnership any member (including an indirect member through one or more other partnerships) of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person).

“ Encumbrance ” means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, deposit by way of security, hypothecation, assignment, charge, security under sections 426 or 427 of the Bank Act (Canada), trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting a Person, a Person’s equity or its Assets.

“ Environment ” means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water and inorganic matters

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and living organisms, and the environment or natural environment as defined in any Environmental Law, and “ Environmental ” shall have a corresponding meaning.

“ Environmental Law ” means all Applicable Laws relating to the protection of the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance.

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made by any Governmental Authority under any Environmental Law.

“ Escrow Conditions ” means the condition that the Consideration Shares issued to Coinsquare Shareholders shall be subject to escrow and released as follows: (i) 50% of such Consideration Shares released on the date that is six (6) months after the Effective Date and (ii) the balance released on the date that is twelve (12) months after the Effective Date;

“ Exchange Ratio ” means, in respect of Coinsmart Shares, 1.801462 WonderFi Shares for each Coinsmart Share, and in respect of Coinsquare Shares, 6.946745 WonderFi Shares for each Coinsquare Share.

“ Expense Reimbursement ” means $750,000.

“ FACFOA ” means the Freezing Assets of Corrupt Foreign Public Officials Act (Canada).

“ FCPA ” means the Foreign Corrupt Practices Act of 1977 (United States).

“ Final Orders ” means the final orders of the Court pursuant to: (i) in the case of the Coinsmart Arrangement, section 291 of the BCBCA, and (ii) in the case of the Coinsquare Arrangement, section 192 of the CBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares, the Earnout Rights, and the New WonderFi Options in the United States pursuant to the Coinsquare Arrangement and the Coinsmart Arrangement, as applicable, and this Agreement, in form and substance acceptable to the Parties, after a hearing upon the procedural and substantive fairness of the terms and conditions of such arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal, and “ Final Order ” means either one of them, as the case requires.

“ Governmental Authority ” means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; (d) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of the foregoing; and (e) any stock or securities exchange.

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“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.

“ GST/HST ” means all taxes levied under Part IX of the Excise Tax Act (Canada).

“ Handling ” or “ Handled ”, when used in the context of “Handling of Personal Information” or “Handling of WonderFi Data” or “Handling of Coinsquare Data” or “Handling of Coinsmart Data” (or other similar phrases), means to access, receive, collect, use, store, process, record, disclose, transfer, transmit, retain, dispose of, destroy, manage or otherwise handle.

“ Hazardous Substance ” means, collectively, petroleum, any petroleum product, any radioactive material (including radon gas), explosive or flammable materials, asbestos in any form, ureaformaldehyde foam insulation, and polychlorinated biphenyls, any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, dangerous substance, dangerous good, restricted hazardous waste, toxic substance or a source of contamination, as defined or identified in any Environmental Law.

“ IFRS ” means the International Financial Reporting Standards as defined in the CPA Canadian Handbook Accounting Part I, as applicable from time to time.

“ IIROC ” means the New Self-Regulatory Organization of Canada (being the continuing organization of the amalgamation of the Investment Industry Regulatory Organization of Canada and the Mutual Fund Dealers Association of Canada).

“ IIROC Approval ” means approval by IIROC of the Transaction pursuant to applicable IIROC rules.

“ Independent Contractor ” means, in respect of a Person: (a) any individual who is not, or was not (with respect to former Independent Contractors), an employee, officer or director of such Person, or any such individual’s personal services company, and which individual or personal services company receives or received remuneration from such Person under a Contract for services; and (b) any individual who is an employee, officer or director of such Person or its Subsidiaries, but who in the past was an individual who was not an employee, officer or director of such Person or its Subsidiaries or any such individual’s personal services company, and which individual or personal services company received remuneration from such Person or its Subsidiaries under a Contract for services.

“ Intellectual Property ” means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, under the Applicable Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) all business names, corporate names, telephone numbers and other communication addresses owned or used by a Person; (c) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs;

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(d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer and moral rights, and all registrations, applications for registration and renewals of such copyrights; (e) all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by a Person; (f) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; (g) patents (including all patent registrations, reissues, divisional applications or analogous rights, continuations and continuations-in-part, reexaminations, renewals, substitutions and extensions thereof), patent applications and other patent rights and any other Governmental Authority issued indicia of invention ownership (including inventor’s certificates and patent utility models); (h) Software; and (i) integrated circuit topographies and mask works.

“ Intended U.S. Tax Treatment ” has the definition given to it in Section 2.12.

“ Interim Orders ” means the interim orders of the Court pursuant to: (i) in the case of the Coinsmart Arrangement, section 291 of the BCBCA, and (ii) in the case of the Coinsquare Arrangement, section 192 of the CBCA, to be issued following the application therefor contemplated by Section 2.02(1) of this Agreement and after being informed of the intention to rely upon Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares, the Earnout Rights, and the New WonderFi Options in the United States pursuant to the Coinsquare Arrangement, the Coinsmart Arrangement, as applicable, and this Agreement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Coinsquare Meeting and Coinsmart Meeting, respectively, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably, and “ Interim Order ” means either one of them, as the case requires;

“ Interim Period ” means the period of time from and including the date of this Agreement to the Effective Time.

“ In-the-Money Amount ” means, in respect of a Coinsquare Option, Coinsmart Option or New WonderFi Option, as applicable, at any time, the positive amount, if any, at that time, by which (i) the product obtained by multiplying (A) the number of Coinsquare Shares, Coinsmart Shares or WonderFi Shares, as applicable, underlying such option at that time by (B) the fair market value of such shares at that time, exceeds (ii) the aggregate purchase price payable at that time pursuant to such option in order to acquire the Coinsquare Shares, Coinsmart Shares or WonderFi Shares, as applicable, underlying such option.

“ In-the-Money Option ” means a Coinsquare Option or Coinsmart Option, as applicable, having an In-the-Money Amount.

“ Investment Canada Act ” means the Investment Canada Act (Canada), R.S.C. 1985, c. 28 (1st Supp), as amended, and the regulations promulgated thereunder.

“ Leased Real Property ” means, in respect of (a) Coinsquare, premises which are leased, subleased, licensed, used or otherwise occupied by Coinsquare or any entity comprising the Coinsquare Material Subsidiaries as lessee, licensee or occupant, (b) in respect of WonderFi, premises which are leased, subleased, licensed, used or otherwise occupied by WonderFi or any

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entity comprising the WonderFi Material Subsidiaries as lessee, licensee or occupant, and (c) in respect of Coinsmart, premises which are leased, subleased, licensed, used or otherwise occupied by Coinsmart or any entity comprising the Coinsmart Material Subsidiaries as lessee, licensee or occupant.

“ Leases ” means all oral and written leases, licenses and subleases together with all amendments and restatements, renewals, extensions, guarantees, supplements, or modifications, or other ancillary agreements related thereto with respect to the Leased Real Property.

“ Market Conduct ” means any act, practice or omission in breach or violation of Applicable Laws or Contract in connection with the marketing, promotion, sale, distribution or administration of the business of a Person, including (i) any “unfair or deceptive acts or practices”; (ii) any false or misleading statement as to the terms, benefits, advantages or risks of any investment product or service; and (iii) any failure to meet the standards of conduct expected of an adviser or portfolio manager under any Applicable Laws or applicable code of conduct; it being acknowledged that any such claim for breach or violation of Applicable Laws or Contract includes any such claim brought under common law, principles of equity, or by way of tort negligence or contract law.

“ Market Conduct Claim ” means: (i) any Action against a Person; or (ii) any material complaint received by the business of a Person which has a reasonable prospect of an Action on its merits, is in progress against, or relates to the business of a Person; that, in each case, with respect to (i) - (ii), relates in material part to Market Conduct; provided, that a Market Conduct Claim does not include customer complaints or allegations regarding service provided by a Person that are not in respect of material non-compliance with Applicable Laws, negligence or fraud.

“ Material Adverse Effect ” means, in relation to a Party, any event, change, occurrence, effect, state of facts, development, condition or circumstance that, individually or in the aggregate with other such events, changes, occurrences, effects or state of facts, developments, conditions or circumstances, would reasonably be expected to be material and adverse to the business, operations, financial condition or results of operations of such Party and its Subsidiaries, taken as a whole, except to the extent that any such change, event, occurrence, effect or state of facts, development, condition or circumstance results from or arises out of:

(a) changes, developments or conditions generally affecting the industry (taking into account relevant geographies) in which such Party and its Subsidiaries operate generally;
(b) any change or development in political conditions in Canada or globally (including any act of terrorism or sabotage or any outbreak of hostilities or war or any escalation or worsening thereof);
(c) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 pandemic or any worsening thereof) or other health crises or public health event;
(d) any change in general economic, business or regulatory conditions or in financial, credit, currency or securities markets in Canada or globally;
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(e) any adoption, proposal, implementation or change in Applicable Laws or any interpretation or application (or non-application) thereof by any Governmental Authority, or that result from any action taken for the purpose of complying with any of the foregoing;
(f) any change in IFRS, or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business, or that result from any action taken for the purpose of complying with any of the foregoing;
(g) the execution, announcement or performance of this Agreement or the consummation of the transactions contemplated herein (provided that this clause (g) shall not apply to any representation or warranty in this Agreement to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated herein);
(h) compliance with the terms of, or the taking of any actions expressly required by, this Agreement;
(i) any actions taken which WonderFi, Coinsquare, or Coinsmart, as applicable, has requested in writing;
(j) any change in the market price or trading volume of any securities of such Party (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of such Party trade; or
(k) any failure by such Party to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

except, however to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (a) through (f) (inclusive) disproportionately adversely affect such Person and its Subsidiaries, taken as a whole, as compared to other companies operating in the industry in which such Party operates.

“ MI 61-101 ” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions .

“ Misrepresentation ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ NEO ” means the NEO Exchange Inc.

“ NEO Approval ” means the conditional approval of the Transaction by the NEO.

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“ New WonderFi Options ” means options to purchase WonderFi Shares issued to certain Coinsmart Securityholders and Coinsquare Securityholders in accordance with Section 2.06.

“ NI 31-103 ” means National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators.

“ No Action Letter ” means written confirmation from the Commissioner that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Transaction, such written confirmation having not been modified or withdrawn prior to the Effective Time.

“ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person, is commercially reasonable in the circumstances in which it is taken, and is taken in the ordinary course of the normal day-to-day business and operations of such Person.

“ OSC ” means Ontario Securities Commission.

“ Outside Date ” means, subject to Section 11.09(b), a date that is three (3) months from the date of this Agreement, or such other later date mutually agreed to in writing by the Parties (the “ Initial Outside Date ”), provided that if the Effective Date has not occurred by the Initial Outside Date as a result of the failure to satisfy the condition set forth in Section 9.01(a) in respect of the Competition Act Clearance, then the Outside Date shall be automatically extended by 60 days from the Initial Outside Date.

“ Parties ” means WonderFi, Coinsquare and Coinsmart, and “ Party ” means any one of them, as the context requires.

“ Pension Plan ” means each Benefit Plan that is a “ registered pension plan ” as that term is defined in section 248(1) of the Tax Act and that is required to be registered under applicable provincial or federal pension standards legislation.

“ Permits ” means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“ Person ” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Personal Information ” means any factual or subjective information, recorded or not, about an employee, Independent Contractor, contractor, agent, consultant, officer, director, executive, client, customer or supplier of a Person who is a natural person or a natural person who is a shareholder of such Person, or about any other identifiable individual, including any record that can be manipulated, linked or matched by a reasonably foreseeable method to identify an individual, but does not include the name, title or business address or telephone number of an employee of a Person.

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“ Privacy Laws ” means all Applicable Laws (including the Personal Information Protection Act (Alberta and British Columbia), An Act to modernize legislative provisions as regards the protection of personal information (Québec) and the Personal Information Protection and Electronic Documents Act (Canada)), legal requirements, and self-regulatory guidelines and principles relating to privacy, data security, and Personal Information and similar applicable consumer protection laws, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information and any and all Applicable Laws governing breach notification in connection with Personal Information.

“ Registrar ” has the meaning ascribed to such term in the BCBCA.

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandoning, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law.

“ Released Claims ” has the meaning set forth in Section 1.02.

“ Releasee ” has the meaning set forth in Section 1.02.

“ Releasor ” has the meaning set forth in Section 1.02.

“ Representative ” means, with respect to any Person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

“ Required Approvals ” means, collectively, the IIROC Approval, the CSA Approval, the Competition Act Clearance, the TSX Approval, and the NEO Approval.

“ Responsible Party ” means the Party and its legal counsel, as designated under Section 8.13(e)(ii) as being responsible for any necessary submissions to a Governmental Authority in connection with the obtaining of a specified Required Approval, provided that, in the event that a Governmental Authority makes a request of any other Party for the submission of any additional information or materials concerning such Party, that Party shall, in connection with such request, assume the additional obligations of a Responsible Party under Section 8.13(e)(iv) and (v).

“ Sale Payment ” has the meaning ascribed thereto in the Earnout Rights Indenture.

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof.

“ Securities Authorities ” means the securities commission or securities regulatory authority of each of the provinces and territories of Canada, and any other securities commissions or securities regulatory authorities of any other jurisdictions to which a Party or any of its Subsidiaries is subject, and includes IIROC.

“ Securities Laws ” means the Securities Act (Ontario) together with all other applicable securities laws, rules, regulations and published policies thereunder or under the securities laws of any other province or territory of Canada as now in effect and as they may be promulgated or amended from

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time to time and (i) in respect of WonderFi, the rules and policies of the TSX, and (ii) in respect of Coinsmart, the rules and policies of the NEO.

“ SEMA ” means Special Economic Measures Act (Canada).

“ SmartPay ” means the Crypto Asset payments and invoicing platform operated by Coinsmart and its Subsidiaries.

“ SmartPay Revenue ” has the meaning ascribed thereto in the Earnout Rights Indenture.

“ SmartPay Revenue Payment ” has the meaning ascribed thereto in the Earnout Rights Indenture.

“ Software ” means computer programs, operating systems, applications, interfaces, applets, software scripts, macros, firmware, middleware, development tools and other codes, instructions or sets of instructions for computer hardware or software, including SQL and other query languages, hypertext markup language, wireless markup language, xml and other computer markup languages, in object, source code or other code format, databases and compilations, including any and all data and collections of data, whether machine readable or otherwise and whether in source code or object code format, descriptions, schematics, flow charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user documentation, user manuals and training materials, relating to any of the foregoing.

“ Subsidiary ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“ Tax ” or “ Taxes ” means all taxes, surtaxes, duties, levies, imposts, fees, assessments, reassessments, withholdings, dues and other charges of any nature, imposed or collected by any Governmental Authority, whether disputed or not, including federal, provincial, territorial, state, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, value added, alternative, or add on minimum tax including GST/HST, sales, use, consumption, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings and Canada Pension Plan and Québec Pension Plan contributions, employment insurance premiums and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Exempt Person ” means a person who is exempt from tax under Part I of the Tax Act.

“ Tax Return ” means all reports, returns, information returns, claims for refunds, elections, designations, estimates, reports and other documents, including any schedule or attachments thereto, filed or required to be filed or supplied to any Governmental Authority in respect of Taxes and including any amendment thereof or attachment thereto.

“ Termination Fee ” means $1,500,000.

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“ Third Party ” means any Person other than the Parties and their Subsidiaries and a Governmental Authority.

“ Transaction ” means, collectively, the Coinsquare Arrangement, the Coinsmart Arrangement, and the related transactions contemplated by this Agreement.

“ Transaction Resolutions ” means, collectively, the WonderFi Resolution, the Coinsquare Arrangement Resolution and the Coinsmart Arrangement Resolution.

“ TSX ” means the Toronto Stock Exchange.

“ TSX Approval ” means the conditional approval of the Transaction by the TSX.

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended.

“ U.S. Person ” means a “U.S. person” as defined in Regulation S under the U.S. Securities Act.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

“ U.S. Tax Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Wash Trading ” means entering into, or purporting to enter into, transactions to give the appearance that purchases and sales have been made, without incurring market risk, or transactions which the trader knew or reasonably ought to have known that its order entry would result in trades involving no change in beneficial or economic ownership.

“ WonderFi ” has the meaning set forth in the preamble.

“ WonderFi Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding any transaction involving only WonderFi and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than Coinsquare and Coinsmart, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of Coinsquare or Coinsquare, or any Affiliates thereof, acting jointly), whether or not in writing and whether or not delivered to the WonderFi Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of WonderFi and/or one or more of its Subsidiaries (including shares of Subsidiaries of WonderFi) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of WonderFi and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of WonderFi included in WonderFi Public Documents), or (ii) 20% or more of any class of voting or equity securities of WonderFi or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity

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securities of WonderFi or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving WonderFi and/or one or more of its Subsidiaries; or (d) any other similar transaction involving WonderFi or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to Coinsquare of the Transaction.

“ WonderFi Balance Sheet ” means the most recent balance sheet prepared in connection with the WonderFi Financial Statements.

“ WonderFi Balance Sheet Date ” means the date of the WonderFi Balance Sheet.

“ WonderFi Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by WonderFi or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of WonderFi or its Subsidiaries.

“ WonderFi Board ” means the board of directors of WonderFi, as constituted from time to time.

“ WonderFi Board Recommendation ” has the meaning set forth in Section 3.04(b)(ii).

“ WonderFi Change in Recommendation ” has the meaning set forth in Section 8.09(a)(iv).

“ WonderFi CSA Orders ” means (i) the decision of the OSC in the matter of Coinberry Limited dated August 19, 2021 which was adopted by the securities commissions in all of the other provinces and territories in Canada, for relief from the certain requirements under applicable Canadian Securities Laws with respect to the operation of the Coinberry platform; and (ii) the decision of the OSC in the matter of Bitbuy Technologies Inc. dated November 30, 2021, which was adopted by the securities commissions in all of the other provinces and territories in Canada, for relief from certain requirements under applicable Canadian Securities Laws with respect to the operation of the Bitbuy platform.

“ WonderFi Data ” means all data (including Personal Information) collected, generated, Handled, received or stored by or on behalf of WonderFi in connection with its Business.

“ WonderFi Data Room ” means the electronic data rooms, as existing as of 4:00 p.m. on April 2, 2023 and made available by WonderFi to Coinsquare and Coinsmart and their Representatives in connection with the Transaction.

“ WonderFi Disclosure Letter ” means the disclosure letter delivered by WonderFi to Coinsquare concurrently with the execution and delivery of this Agreement.

“ WonderFi Fairness Opinion ” means the verbal opinion of Haywood Securities Inc. to the effect that, as of the date hereof, the consideration to be paid by WonderFi in connection with the Transaction is fair, from a financial point of view, to WonderFi.

“ WonderFi Financial Statements ” means, collectively, (i) the audited consolidated financial statements of WonderFi as at and for the period from January 30, 2021 (the date of incorporation)

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to September 30, 2021; (ii) the audited consolidated financial statements of First Ledger Corporation Inc. as at and for the periods ended December 31, 2021 and 2020, (iii) the audited consolidated financial statements of Blockchain Foundry Inc. as at and for the fifteen months ended March 31, 2022; (iv) audited consolidated financial statements of Coinberry Limited as at and for the periods ended June 30, 2021; and (v) the audited consolidated financial statements of WonderFi for the three and fifteen months ended December 31, 2022, all including any notes or schedules thereto and the relevant auditor’s reports thereon.

“ WonderFi Incentive Plan ” means the amended omnibus equity incentive plan of WonderFi, effective September 12, 2022.

“ WonderFi Insurance Policies ” has the meaning set forth in Section 4.11(a) of Schedule IV.

“ WonderFi’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of the following officers of WonderFi: Dean Skurka (President and Interim Chief Executive Officer), Andeena Wen (Interim Chief Financial Officer), Cong Ly (Chief Technology Officer), Torstein Braaten (Chief Compliance Officer) and Adam Garetson (General Counsel and Chief Legal Officer), after due inquiry into the relevant subject matter.

“ WonderFi Locked-up Shareholders ” means the directors and senior officers of WonderFi and shareholders listed on Section 1.01 of the WonderFi Disclosure Letter.

“ WonderFi Material Contract ” means any Contract to which WonderFi or any of its Subsidiaries are party to or otherwise bound and which is material to WonderFi and its Subsidiaries, taken as a whole.

“ WonderFi Material Subsidiaries ” means (i) WonderFi Digital Inc.; (ii) WonderFi Interactive Ltd.; (iii) Bitbuy Holdings Inc.; (iv) Bitbuy Technologies Inc.; (v) Blockchain Markets Inc.; (vi) Twenty One Digital Inc.; and (vii) Coinberry Limited.

“ WonderFi Meeting ” means the special meeting of the WonderFi Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement to consider the WonderFi Resolution.

“ WonderFi Owned Intellectual Property ” has the meaning set forth in Section 4.11(c) of Schedule IV.

“ WonderFi Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of WonderFi and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the WonderFi Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan or Québec Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of WonderFi and its Subsidiaries; (d) the rights of counterparties under the Contracts of WonderFi and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and

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incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the WonderFi Disclosure Letter.

“ WonderFi Public Documents ” means all forms, reports, schedules, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by WonderFi pursuant to the applicable Securities Laws since December 31, 2021 which are publicly available under WonderFi’s profile on SEDAR at www.sedar.com.

“ WonderFi Resolution ” means the ordinary resolution of the WonderFi Shareholders to approve the Transaction substantially in the form and content of Schedule A.

“ WonderFi Security Incident ” means a material cyber or security incident (including any material security breach, intrusion, denial of service attack, ransomware attack, phishing attack or unauthorized processing of any WonderFi Systems or data, or any loss, unauthorized distribution, compromise, or unauthorized access to or disclosure of any data processed by the WonderFi Systems).

“ WonderFi Shareholders ” means the registered and/or beneficial owners of the WonderFi Shares, as the context requires.

“ WonderFi Shares ” means the common shares in the capital of WonderFi.

“ WonderFi Superior Proposal ” means an unsolicited bona fide written WonderFi Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with WonderFi and its Subsidiaries, that is not obtained in violation of this Agreement or any agreement between the Person making such WonderFi Superior Proposal and WonderFi and its Subsidiaries or their Affiliates, made after the date of this Agreement that: (a) did not result from a breach of Section 8.09; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the WonderFi Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such WonderFi Acquisition Proposal and the Person or group of Persons making such WonderFi Acquisition Proposal; and (e) the WonderFi Board has determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such WonderFi Acquisition Proposal and all factors and matters considered appropriate, including whether such WonderFi Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the WonderFi Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by Coinsquare and Coinsmart pursuant to Section 8.09(g)).

“ WonderFi Systems ” means the computers, computer systems, servers, hardware, Software, networks, workstations, routers, hubs, switches, data communication equipment and lines, and all other information technology equipment and related items of automated, computerized or Software

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systems, and all documentation related to the foregoing, owned by, or licensed or leased to, or used by, WonderFi and the WonderFi Material Subsidiaries.

“ WonderFi Termination Fee Event ” has the meaning set forth in Section 10.03(d).

“ WonderFi Voting Agreements ” means the voting agreements (including all amendments thereto) between Coinsquare and each of the WonderFi Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their WonderFi Shares in favour of the WonderFi Resolution.

Section 1.02 Coinsquare/Coinsmart SPA Release

Effective only upon a valid termination of this Agreement pursuant to (i) Section 10.02(a)(iii)(B), (ii) Section 10.02(a)(iii)(E), in the case of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Coinsmart, (iii) Section 10.02(a)(iv)(B), (iv) Section 10.02(a)(iv)(E), in the case of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Coinsmart, or (v) Section 10.02(a)(v)(C), and without any further action by the Parties, WonderFi, Coinsquare and Coinsmart (each, in such capacity, and together with any of their respective successors and permitted assigns, the “ Releasor ”) shall hereby irrevocably and unconditionally:

(1) release, remise and forever discharge one another and their respective Affiliates (which for this purpose shall only include affiliates of such Persons that existed prior to the date of this Agreement) and each of the foregoing’s respective present, former and future officers, directors, shareholders, agents and professional advisors and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns (collectively, the “ Releasees ”) from any and all claims, actions, manners of action, causes of action, suits, proceedings, losses, sums of money, obligations, costs, expenses, complaints, indemnities, executions, judgments, duties, debts, accounts, contracts and covenants (whether express or implied), demands, damages or liabilities whatsoever, whether in law or in equity, in contract or in tort, whether absolute or contingent, now known or unknown, foreseen or unforeseen, suspected or unsuspected, claimed, disclosed or otherwise (the foregoing, collectively, “ Claims ”), which each of the Releasors now has, has ever had or hereafter can, shall or may have against any of the Releasees, for or by reason of or in any way arising out of, in connection with, or in any way related to the Coinsquare/Coinsmart SPA (the “ Released Claims ”);
(2) be deemed to represent, warrant and covenant that it has not assigned, and will not assign to any other Person, any of the Released Claims; and
(3) covenant and agree not to direct, instruct, promote, encourage, assist or otherwise participate in the commencement or continuation or the bringing of any proceedings or the making of any other Claims of any kind for any cause, matter or thing whatsoever existing up to the date of this Agreement arising out of, in connection with or in any way related to the Coinsquare/Coinsmart SPA or the Released Claims, or which otherwise results in the Releasee suffering or incurring any liability, damages, costs, expenses or losses, if such Claims relate to the Coinsquare/Coinsmart SPA or the Released Claims.
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Each of the Releasors agrees that upon execution of this Agreement, the Releasors, and each of them, do not admit any liability to the other or any of the Releasees and that such liability is specifically and expressly denied.

Each of the Releasors affirms and represents that they have carefully read this Section 1.02, understand its contents and have executed this Agreement freely and voluntarily, and that they are acting under no other inducement, or under any coercion, threat, duress or undue influence, and that each Releasor has had ample opportunity to consult with independent legal counsel with respect to the matters addressed in this Section 1.02 and the terms and conditions herein which have been agreed to by the Parties.

ARTICLE II BUSINESS COMBINATION

Section 2.01 Transaction

The Parties agree that the Transaction will be implemented in accordance with and subject to the terms and conditions contained in this Agreement, the Coinsquare Plan of Arrangement and the Coinsmart Plan of Arrangement.

Section 2.02 Court Orders

Coinsquare and Coinsmart, as applicable, shall apply to the Court, in a manner acceptable to WonderFi and the other Party, each acting reasonably, pursuant to the (i) CBCA for the Interim Order and the Final Order in respect of the Coinsquare Arrangement, and (ii) BCBCA for the Interim Order and the Final Order in respect of the Coinsmart Arrangement, respectively, as follows:

(1) As soon as reasonably practicable following the date of execution of this Agreement, but in any event no later than May 12, 2023, each of Coinsquare and Coinsmart shall file, proceed with and diligently pursue an application to the Court for their respective Interim Order which shall provide, among other things:
(a) the class of Persons to whom notice is to be provided in respect of, as applicable, the Coinsquare Arrangement and Coinsmart Arrangement and the Coinsquare Meeting and the Coinsmart Meeting and the manner in which such notice is to be provided;
(b) that the requisite approval for the Coinsquare Arrangement Resolution shall be: (A) 66⅔% of the votes cast on the Coinsquare Arrangement Resolution by the Coinsquare Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the Coinsquare Meeting and (B) a majority of the votes cast by the Coinsquare Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the Coinsquare Meeting excluding for this purpose votes attached to the Coinsquare Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if required;
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(c) that the requisite approval for the Coinsmart Arrangement Resolution shall be: (A) 66⅔% of the votes cast on the Coinsmart Arrangement Resolution by the Coinsmart Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the Coinsmart Meeting and (B) a majority of the votes cast by the Coinsmart Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the Coinsmart Meeting excluding for this purpose votes attached to the Coinsmart Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if required;
(d) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of, as applicable, Coinsquare’s or Coinsmart’s constating documents, including quorum requirements and other matters, shall apply in respect of the Coinsquare Meeting and the Coinsmart Meeting, respectively;
(e) for the grant of, as applicable, Coinsquare Dissent Rights to registered holders of the Coinsquare Shares as set forth in the Coinsquare Plan of Arrangement and Coinsmart Dissent Rights to registered holders of the Coinsmart Shares as set forth in the Coinsmart Plan of Arrangement;
(f) for notice requirements with respect to the presentation of the application to the Court for its respective Final Order;
(g) that, as applicable, the Coinsquare Meeting and the Coinsmart Meeting may be adjourned from time to time by the management of Coinsquare and Coinsmart in accordance with the terms of this Agreement without the need for additional approval of the Court;
(h) confirmation of the record date for the purpose of determining, as applicable, the Coinsquare Shareholders and Coinsmart Shareholders entitled to notice of and to vote at the Coinsquare Meeting and Coinsmart Meeting, respectively;
(i) that the record date for, as applicable, Coinsquare Shareholders and Coinsmart Shareholders entitled to notice of and to vote at the Coinsquare Meeting and Coinsmart Meeting will not, unless agreed to in writing by the Parties, change in respect of any adjournment(s) of the Coinsquare Meeting and Coinsmart Meeting;
(j) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that, as applicable, the Coinsquare Arrangement or the Coinsmart Arrangement is substantively and procedurally fair to the Coinsquare Securityholders and Coinsmart Securityholders, with respect to the issuance of (i) Consideration Shares and New WonderFi Options pursuant to the Coinsquare Arrangement and this Agreement; and (ii) Consideration Shares, New WonderFi Options, and Earnout Rights pursuant to the Coinsmart Arrangement and this Agreement, respectively, to implement the transactions contemplated hereby in respect of the Coinsquare Securityholders and Coinsmart Securityholders;
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(k) that, as applicable, each Coinsquare Securityholder and each Coinsmart Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for their respective Final Order so long as they enter a response within a reasonable time and in accordance with the procedures set out in the Interim Order; and
(l) for such other matters as Coinsquare or Coinsmart may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld or delayed.
(2) Subject to obtaining the approvals contemplated by their respective Interim Order, and as may be directed by the Court in such Interim Order, each of Coinsquare and Coinsmart shall take all steps necessary or desirable to submit their respective arrangement to the Court and to apply for their respective Final Orders.

Section 2.03 Final Orders

If: (i) the Interim Orders are obtained; (ii) the WonderFi Resolution is passed at the WonderFi Meeting by the WonderFi Shareholders; (iii) the Coinsquare Arrangement Resolution is passed at the Coinsquare Meeting by the Coinsquare Shareholders as provided for in the Interim Order for Coinsquare and as required by Applicable Laws, and (iv) the Coinsmart Arrangement Resolution is passed at the Coinsmart Meeting by the Coinsmart Shareholders as provided for in the Interim Order for Coinsmart and as required by Applicable Laws, each of Coinsquare and Coinsmart shall as soon as reasonably practicable thereafter and in any event within three Business Days following the latest to occur of (i), (ii), (iii) and (iv), take all steps necessary or desirable to submit the Coinsquare Arrangement and the Coinsmart Arrangement, respectively, to the Court and diligently pursue an application for their respective Final Orders pursuant to section 192 of the CBCA and section 291 of the BCBCA, respectively.

Section 2.04 Court Proceedings

Subject to the terms of this Agreement, each of the Parties will cooperate with, assist and consent to Coinsquare and Coinsmart seeking their respective Interim Order and Final Order, including by providing Coinsquare and Coinsmart on a timely basis any information required to be supplied by such Party in connection therewith. Each of Coinsquare and Coinsmart shall ensure that all materials filed with the Court in connection with the Coinsquare Arrangement and the Coinsmart Arrangement, respectively, are consistent with the terms of this Agreement and the Coinsquare Plan of Arrangement and the Coinsmart Plan of Arrangement, respectively. Each of Coinsquare and Coinsmart will provide legal counsel to the other Parties with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Coinsquare Arrangement and Coinsmart Arrangement and will give reasonable consideration to all such comments. Each of Coinsquare and Coinsmart will also provide legal counsel to the other Parties on a timely basis with copies of any notice of appearance, evidence or other Court documents served on Coinsquare or Coinsmart or their respective legal counsel in respect of the application for their Interim Order or Final Order or any appeal therefrom and of any notice, whether written or oral, received by Coinsquare or Coinsmart indicating any intention to oppose the granting of their respective Interim Order or Final Order or to appeal their respective Interim Order or Final Order. Subject to Applicable Laws, each of Coinsquare and Coinsmart will not file

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any material with the Court in connection with the Coinsquare Arrangement or Coinsmart Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require the other Parties to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases any of the Parties’ obligations set forth in this Agreement, respectively. In addition, neither Coinsquare nor Coinsmart shall object to legal counsel to the other Parties making such submissions on the hearing of the motion for their respective Interim Order and the application for their respective Final Order as such counsel considers appropriate, provided that Coinsquare or Coinsmart, as applicable, is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement, the Coinsquare Plan of Arrangement and Coinsmart Plan of Arrangement, as applicable. Coinsquare and Coinsmart shall also oppose any proposal from any party that their respective Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Orders and prior to the Effective Date, Coinsquare or Coinsmart is required by the terms of their respective Final Order or by Applicable Laws to return to Court with respect to their respective Final Order, it shall do so after notice to, and in consultation and cooperation with the other Parties.

Section 2.05 Payment of Consideration

WonderFi will, following receipt of the Final Orders in respect of both the Coinsquare Arrangement and Coinsmart Arrangement and prior to the Effective Time, ensure that the Depositary has been provided with (i) sufficient Consideration Shares in escrow to issue to the Coinsquare Shareholders pursuant to the Coinsquare Arrangement (other than with respect to Coinsquare Dissenting Shareholders), and (ii) sufficient Consideration Shares and Earnout Rights in escrow to issue to the Coinsmart Shareholders pursuant to the Coinsmart Arrangement (other than with respect to Coinsmart Dissenting Shareholders).

Section 2.06 Options and Warrants

(1) Coinsquare covenants and agrees to cause, in accordance with terms of the Coinsquare Stock Option Plan:
(a) each Coinsquare Option that is an In-the-Money Option on the date hereof to be either exercised or cancelled at or prior to the Effective Time;
(b) each Coinsquare Option that is not described in Section 2.06(1)(a) to be exchanged, as of the applicable time set forth in the Coinsquare Plan of Arrangement, for a New WonderFi Option entitling the holder thereof to purchase from WonderFi, in accordance with the terms and conditions set forth in Schedule G, such number of WonderFi Shares equal to (i) the Exchange Ratio in respect of Coinsquare Shares multiplied by (ii) the number of Coinsquare Shares subject to such Coinsquare Option immediately prior to the Effective Date, whereupon such Coinsquare Option shall be cancelled and be of no further force or effect with no additional consideration payable therefor. Each such New WonderFi Option shall have an exercise price per WonderFi Share subject to such New WonderFi Option equal to the lesser of: (i) the exercise price at that time of the Coinsquare Option
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in exchange for which such New WonderFi Option is issued divided by the Exchange Ratio in respect of Coinsquare Shares; and (ii) the greater of: (A) the volume-weighted average closing price of the WonderFi Shares on the TSX for the five trading days immediately preceding the Effective Date; and (B) $0.30; provided, however, that it is intended that subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial tax legislation) shall apply to such exchange of Coinsquare Options for New WonderFi Options and, notwithstanding the foregoing, if and to the extent that the In-the-Money Amount, if any, of any such New WonderFi Option at the time of its issuance (prior to any adjustment pursuant to this proviso) would otherwise exceed the In-the-Money Amount, if any, of the Coinsquare Option in exchange for which such New WonderFi Option was issued immediately before such exchange, then the exercise price of such New WonderFi Option shall be increased, nunc pro tunc , as necessary so that no such excess exists at that time. If the foregoing would result in the issuance of a fraction of a WonderFi Share on any particular exercise of New WonderFi Options, then (i) the number of WonderFi Shares so issuable shall be rounded down to the nearest whole number of WonderFi Shares and (ii) the aggregate exercise price payable on any particular exercise of New WonderFi Options shall be rounded up to the nearest whole cent.

(2) Coinsmart covenants and agrees to cause, in accordance with the terms of the Coinsmart Incentive Plan:
(a) each Coinsmart Option that is an In-the-Money Option on the date hereof to be either exercised or cancelled at or prior to the Effective Time,
(b) each Coinsmart Option that is not described in Section 2.06(2)(a) to be either exercised prior to the Effective Time or exchanged, as of the applicable time set forth in the Coinsmart Plan of Arrangement, for a New WonderFi Option entitling the holder thereof to purchase from WonderFi, in accordance with the terms and conditions set forth in Schedule G, such number of WonderFi Shares equal to (i) the Exchange Ratio in respect of Coinsmart Shares multiplied by (ii) the number of Coinsmart Shares subject to such Coinsmart Option immediately prior to the Effective Date, whereupon such Coinsmart Option shall be cancelled and be of no further force or effect with no additional consideration payable therefor. Each such New WonderFi Option shall have an exercise price per WonderFi Share subject to such New WonderFi Option equal to the lesser of: (i) the exercise price at that time of the Coinsmart Option in exchange for which such New WonderFi Option is issued divided by the Exchange Ratio in respect of Coinsmart Shares; and (ii) the greater of: (A) the volume-weighted average closing price of the WonderFi Shares on the TSX for the five trading days immediately preceding the Effective Date; and (B) $0.30; provided, however, that it is intended that subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial tax legislation) shall apply to such exchange of Coinsmart Options for New WonderFi Options and, notwithstanding the foregoing, if and to the extent that the In-the-Money Amount, if any, of any such New WonderFi Option at the time of its issuance (prior to any adjustment pursuant to this proviso) would otherwise exceed the In-the-Money Amount, if any, of the Coinsmart Option in exchange for which such New
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WonderFi Option was issued immediately before such exchange, then the exercise price of such New WonderFi Option shall be increased, nunc pro tunc , as necessary so that no such excess exists at that time. If the foregoing would result in the issuance of a fraction of a WonderFi Share on any particular exercise of New WonderFi Options, then (i) the number of WonderFi Shares so issuable shall be rounded down to the nearest whole number of WonderFi Shares and (ii) the aggregate exercise price payable on any particular exercise of New WonderFi Options shall be rounded up to the nearest whole cent; and

(c) each Coinsmart RSU to be settled in Coinsmart Shares or cancelled, in accordance with the terms of the Coinsmart Incentive Plan, prior to the Effective Time.
(3) WonderFi covenants and agrees to cause, in accordance with the terms of the WonderFi Incentive Plan, each WonderFi Option outstanding as of the Effective Date to be repriced to the greater of: (A) the volume-weighted average closing price of the WonderFi Shares on the TSX for the five trading days immediately preceding the Effective Date; and (B) $0.30, provided that such price is less than its current exercise price and otherwise having the same terms and conditions.
(4) WonderFi covenants and agrees, pursuant to the certificates evidencing the Coinsmart Warrants, to assume all of the covenants and obligations of Coinsmart under the certificates representing the Coinsmart Warrants that are not exercised, whether conditionally or otherwise, prior to the Effective Time, such that, upon the exercise thereof, in lieu of each Coinsmart Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the holder thereof shall receive such number of WonderFi Shares based on the same exchange ratio of Coinsmart Shareholders receiving WonderFi Shares under the Coinsmart Arrangement. Following the Effective Time, WonderFi will issue replacement certificates for the Coinsmart Warrants outstanding immediately prior to the Effective Time and outstanding at the time of the request to more fully evidence the foregoing.
(5) WonderFi covenants and agrees to issue, at the time set forth in the Coinsquare Plan of Arrangement or Coinsmart Plan of Arrangement, as applicable, and subject to the exchange of the Coinsquare Options and Coinsmart Options, that number of New WonderFi Options set forth in Schedule G.

Section 2.07 Preparation of Filings

The Parties shall co-operate in the preparation of any application for the Required Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under Applicable Laws in connection with this Agreement, or the Coinsquare Plan of Arrangement or Coinsmart Plan of Arrangement.

Section 2.08 Closing

Not later than the third (3) Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective

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Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article IX, unless another time or date is agreed to in writing by the Parties, the Effective Date shall occur and (i) Coinsquare shall file with the Director any records, information or other documents required to be filed with the Director in connection with the Coinsquare Arrangement, if any, and (ii) Coinsmart shall file with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the Coinsmart Arrangement, if any. From and after the Effective Time, each of the Coinsquare Plan of Arrangement and Coinsmart Plan of Arrangement will have all of the effects provided by Applicable Laws, including the CBCA and BCBCA, respectively. The Closing will take place electronically, or, with the consent of the Parties, at the offices of Cassels Brock & Blackwell LLP, 885 W Georgia St #2200, Vancouver, British Columbia V6C 3E8 at the Effective Time on the Effective Date, or at such other time and place as may be agreed to by the Parties.

Section 2.09 Tax Election for Eligible Holders

(1) An Eligible (Coinsmart) Holder whose Coinsmart Shares are exchanged for its share of the Consideration pursuant to the Coinsmart Arrangement shall be entitled, in the manner and in accordance with any deadlines contemplated by the Coinsmart Plan of Arrangement, to make a joint income tax election with WonderFi, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law), with respect to the exchange, and WonderFi shall make such joint income tax election with such Eligible (Coinsmart) Holder in the manner and in accordance with any deadlines contemplated by the Coinsmart Plan of Arrangement.
(2) An Eligible (Coinsquare) Holder whose Coinsquare Shares are exchanged for its share of the Consideration pursuant to the Coinsquare Arrangement shall be entitled, in the manner and in accordance with any deadlines contemplated by the Coinsquare Plan of Arrangement, to make a joint income tax election with WonderFi, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law), with respect to the exchange, and WonderFi shall make such joint income tax election with such Eligible (Coinsquare) Holder in the manner and in accordance with any deadlines contemplated by the Coinsquare Plan of Arrangement.

Section 2.10 Withholding Taxes

Each of WonderFi, Coinsquare, Coinsmart and the Depositary, as applicable, will be entitled to deduct and withhold from any amounts payable or otherwise deliverable to any Person pursuant to this Agreement, the Coinsquare Plan of Arrangement or the Coinsmart Plan of Arrangement (including, for greater certainty, Coinsquare Securityholders, Coinsmart Securityholders, holders of Coinsmart RSUs, Coinsquare Dissenting Shareholders, and Coinsmart Dissenting Shareholders) such Taxes or other amounts as WonderFi, Coinsquare, Coinsmart or the Depositary are required or permitted to deduct or withhold in connection with such payment or delivery under the Tax Act, or any other provisions of any Applicable Law. To the extent that amounts so deducted and withheld are remitted to the appropriate Governmental Authority, such deducted, withheld and remitted amounts shall be treated for all purposes of this Agreement, the Coinsquare Plan of Arrangement and the Coinsmart Plan of Arrangement, as applicable, as having been paid to such Person in respect of which such deduction, withholding and remittance was made. Each of WonderFi, Coinsquare, Coinsmart and the Depositary is hereby authorized to sell or dispose (on

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behalf of the applicable Person in respect of which such deduction, withholding and remittance is to be made) of such portion of Consideration Shares payable as consideration hereunder as is necessary to provide sufficient funds to enable it to implement such deduction, withholding and remittance, and WonderFi, Coinsquare, Coinsmart and the Depositary, as applicable, will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Section 2.11 U.S. Securities Law Matters

The Parties intend that each of the Coinsquare Arrangement and the Coinsmart Arrangement shall be carried out such that the issuance of the Consideration Shares and New WonderFi Options to Coinsquare Shareholders and the holders of Coinsquare Options in exchange for Coinsquare Shares and Coinsquare Options, respectively, the issuance of the Consideration Shares and Earnout Rights to Coinsmart Shareholders in exchange for Coinsmart Shares, and the issuance of the New WonderFi Options to the holders of Coinsmart Options in exchange for Coinsmart Options, qualifies for the Section 3(a)(10) Exemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Coinsquare Arrangement and the Coinsmart Arrangement as set forth in this Section 2.11. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Coinsquare Arrangement and the Coinsmart Arrangement will be carried out on the following basis:

(1) each of the Coinsquare Arrangement and Coinsmart Arrangement will be subject to the approval of the Court;
(2) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Orders;
(3) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Coinsquare Arrangement to the Coinsquare Securityholders and the Coinsmart Arrangement to the Coinsmart Securityholders;
(4) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of each of the Coinsquare Arrangement and Coinsmart Arrangement;
(5) the Final Orders will expressly and affirmatively state that the Coinsquare Arrangement and the Coinsmart Arrangement, as applicable, are approved by the Court as being substantively and procedurally fair to the Coinsquare Securityholders to whom Consideration Shares and New WonderFi Options will be issued and to the Coinsmart Securityholders to whom Consideration Shares, New WonderFi Options, and Earnout Rights will be issued, respectively;
(6) the Parties will ensure that each Coinsquare Securityholder and Coinsmart Securityholder entitled to receive Consideration Shares (and Earnout Rights in respect of Coinsmart Shareholders) or New WonderFi Options on completion of the Coinsquare Arrangement or Coinsmart Arrangement, as applicable, will (i) be given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) be advised that the Consideration Shares and the New WonderFi Options issuable pursuant to the Coinsquare Arrangement or the
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Consideration Shares, Earnout Rights, and New WonderFi Options issuable pursuant to the Coinsquare or Coinsmart Arrangement, as applicable, have not been and will not be registered under the U.S. Securities Act and will be issued by WonderFi in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under applicable federal and state securities laws of the United States, including without limitation, Rule 144 under the U.S. Securities Act, may be applicable;

(7) the Parties will ensure that each Coinsquare Securityholder and Coinsmart Securityholder entitled to receive Consideration Shares, New WonderFi Options, and Earnout Rights, as applicable, on completion of the Coinsquare Arrangement or Coinsmart Arrangement, respectively, will (i) be given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) be advised that the Consideration Shares and the New WonderFi Options issuable pursuant to the Coinsquare Arrangement or the Consideration Shares, Earnout Rights, and the New WonderFi Options issuable pursuant to the Coinsmart Arrangement, have not been and will not be registered under the U.S. Securities Act and will be issued by WonderFi in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under applicable federal and state securities laws of the United States, including without limitation, Rule 144 under the U.S. Securities Act, may be applicable;
(8) the Parties will advise holders of Coinsquare Options and Coinsmart Options entitled to receive New WonderFi Options pursuant to the Coinsquare Arrangement and the Coinsmart Arrangement, respectively, if any, that the Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of New WonderFi Options, if any, and, therefore, the underlying WonderFi Shares issuable upon the exercise of the New WonderFi Options, if any, cannot be issued in the United States or to a person in the United States in reliance upon the Section 3(a)(10) Exemption and such New WonderFi Options, may only be exercised pursuant to an effective registration statement or pursuant to a thenavailable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;
(9) Coinsmart will advise holders of Coinsmart Warrants who are in the United States or are U.S. Persons that the Section 3(a)(10) Exemption does not exempt the issuance of WonderFi Shares upon the exercise of any Coinsmart Warrants that remain outstanding following the Effective Time, if any, and, therefore, the underlying WonderFi Shares issuable upon the exercise of such outstanding Coinsmart Warrants following the Effective Time, if any, may only be exercised pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;
(10) the Interim Orders will specify that, as applicable, each Coinsquare Securityholder entitled to receive Consideration Shares and/or New WonderFi Options on completion of the Coinsquare Arrangement and each Coinsmart Securityholder entitled to receive Consideration Shares, New WonderFi Options, and/or Earnout Rights on completion of the Coinsmart Arrangement, will have the right to appear before the Court at the Court hearing on the Final Order so long as such Coinsquare Securityholder or Coinsmart Securityholder, respectively, enters an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption;
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(11) Coinsmart will request that its Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of WonderFi pursuant to the Plan of Arrangement”; and
(12) Coinsquare will request that its Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of WonderFi pursuant to the Plan of Arrangement”.

Section 2.12 U.S. Tax Matters

The Coinsquare Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the U.S. Tax Code and the Treasury Regulations promulgated thereunder, and this Agreement, together with the Coinsquare Plan of Arrangement, is intended to be, and is hereby adopted as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code (the “ Intended U.S. Tax Treatment ”). Provided the Coinsquare Arrangement satisfies the requirements applicable to a reorganization within the meaning of Section 368(a)(1)(B) of the U.S. Tax Code and the Treasury Regulations prompulgated thereunder, each Party agrees to treat the Coinsquare Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States federal income tax purposes, to treat this Agreement, together with the Coinsquare Plan of Arrangement as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by Applicable Laws. Following the Effective Date, WonderFi will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 with respect to each of the Coinsquare Arrangement and Coinsmart Arrangement. Notwithstanding the foregoing, none of the Parties makes any representation, warranty or covenant to any other Party or any Coinsquare securityholder or Coinsmart securityholder regarding the U.S. tax treatment of the Coinsquare Arrangement or the Coinsmart Arrangement, as applicable.

ARTICLE III THE MEETINGS AND THE CIRCULAR

Section 3.01 The WonderFi Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, WonderFi shall:

(a) duly call, give notice of, convene and conduct the WonderFi Meeting in accordance with the constating documents of WonderFi, and Applicable Laws and shall use its commercially reasonable efforts to schedule the WonderFi Meeting on the same date as the Coinsquare Meeting and the Coinsmart Meeting; provided that, subject to Section 3.01(b), in no event shall the WonderFi Meeting be held later than June 30, 2023 (provided that the other Parties have complied with the
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provisions of this Article III) and, in this regard, WonderFi may abridge any time periods that may be abridged under Applicable Laws;

(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the WonderFi Meeting without the prior written consent of Coinsquare and Coinsmart, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
(ii) required for quorum purposes (in which case, the WonderFi Meeting shall be adjourned and not cancelled);
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted under this Agreement.
(c) unless the WonderFi Board has made a WonderFi Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the WonderFi Resolution and against any resolution submitted by any Person that is inconsistent with the WonderFi Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) permit Coinsquare and Coinsmart to, at the respective expense of Coinsquare and Coinsquare, on behalf of the management of WonderFi, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of WonderFi, in favour of the approval of the WonderFi Resolution and against any resolution submitted by any Person that is inconsistent with the WonderFi Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Applicable Laws, and WonderFi shall (i) disclose in the Circular that Coinsquare and Coinsmart may make such solicitations and (ii) coordinate such solicitation efforts with Coinsquare and Coinsmart to the extent reasonably practicable;
(e) promptly provide Coinsquare and Coinsmart with copies of or access to information regarding the WonderFi Meeting generated by WonderFi’s transfer agent or any proxy solicitation services firm retained by WonderFi, as requested from time to time by Coinsquare or Coinsmart;
(f) consult with Coinsquare and Coinsmart in fixing the date of the WonderFi Meeting and the record date for the WonderFi Meeting, give notice to Coinsquare and Coinsmart of the WonderFi Meeting, and allow their respective Representatives and outside legal counsel to attend the WonderFi Meeting;
(g) not, without Coinsquare’s and Coinsmart’s prior written consent, change the record date for determining the WonderFi Shareholders entitled to receive notice of and to vote at the WonderFi Meeting (including in connection with any
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adjournment or postponement of the WonderFi Meeting) unless required by Applicable Laws;

(h) promptly advise Coinsquare and Coinsmart, at such times as Coinsquare or Coinsmart may reasonably request and on a daily basis on each of the last 10 Business Days prior to the date of the WonderFi Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the WonderFi Resolution) received by WonderFi in respect of the WonderFi Resolution;
(i) promptly advise Coinsquare and Coinsmart of any communication (written or oral) received from, or claims brought by (or, to the knowledge of WonderFi, threatened to be brought by), any Person in opposition to the Transaction (other than non-substantive communications) and, subject to Applicable Laws, provide Coinsquare and Coinsmart with an opportunity to review and comment upon any written communication sent by or on behalf of WonderFi to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons;
(j) at the request of Coinsquare or Coinsmart from time to time, and subject to compliance with Applicable Laws, provide Coinsquare and Coinsmart with a list of the: (i) registered WonderFi Shareholders, together with their addresses and respective holdings of WonderFi Shares; (ii) names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire WonderFi Shares; and (iii) participants and book-based nominee registrants, such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of WonderFi Shares, together with their addresses and respective holdings of WonderFi Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists, and shall from time to time require that its registrar and transfer agent furnish Coinsquare and Coinsmart with such additional information, including updated or additional lists of WonderFi Shareholders and lists of securities positions and other assistance as Coinsquare or Coinsmart may reasonably request.

Section 3.02 The Coinsquare Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, Coinsquare shall:

(a) duly call, give notice of, convene and conduct the Coinsquare Meeting in accordance with the constating documents of Coinsquare, its Interim Order and Applicable Laws and shall use its commercially reasonable efforts to schedule the Coinsquare Meeting on the same date as the WonderFi Meeting and the Coinsmart Meeting; provided that, subject to Section 3.02(b), in no event shall the Coinsquare Meeting be held later than June 30, 2023 (provided that the other Parties have complied with the provisions of this Article III) and, in this regard, Coinsquare may abridge any time periods that may be abridged under Applicable Laws;
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(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Coinsquare Meeting without the prior written consent of WonderFi and Coinsmart, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
(ii) required for quorum purposes (in which case, the Coinsquare Meeting shall be adjourned and not cancelled);
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted by this Agreement.
(c) unless the Coinsquare Board has made a Coinsquare Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Coinsquare Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Coinsquare Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) permit WonderFi and Coinsmart to, at the respective expense of WonderFi and Coinsmart, on behalf of the management of Coinsquare, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of Coinsquare, in favour of the approval of the Coinsquare Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Coinsquare Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Applicable Laws, and Coinsquare shall (i) disclose in the Circular that WonderFi and Coinsmart may make such solicitations and (ii) coordinate such solicitation efforts with WonderFi and Coinsmart to the extent reasonably practicable;
(e) promptly provide WonderFi and Coinsmart with copies of or access to information regarding the Coinsquare Meeting generated by Coinsquare’s transfer agent, if any, or any proxy solicitation services firm retained by Coinsquare, as requested from time to time by WonderFi or Coinsmart;
(f) consult with WonderFi and Coinsmart in fixing the date of the Coinsquare Meeting and the record date for the Coinsquare Meeting, give notice to WonderFi and Coinsmart of the Coinsquare Meeting, and allow their respective Representatives and outside legal counsel to attend the Coinsquare Meeting;
(g) not, without WonderFi’s and Coinsmart’s prior written consent, change the record date for determining the Coinsquare Shareholders entitled to receive notice of and to vote at the Coinsquare Meeting (including in connection with any adjournment or postponement of the Coinsquare Meeting) unless required by Applicable Laws;
(h) promptly advise WonderFi and Coinsmart, at such times as WonderFi may reasonably request and on a daily basis on each of the last 10 Business Days prior
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to the date of the Coinsquare Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the Coinsquare Arrangement Resolution) received by Coinsquare in respect of the Coinsquare Arrangement Resolution;

(i) promptly advise WonderFi and Coinsmart of any communication (written or oral) received from, or claims brought by (or, to the knowledge of Coinsquare, threatened to be brought by), any Person in opposition to the Transaction (other than non-substantive communications), any written notice of dissent or purported exercise of Coinsquare Dissent Rights received by Coinsquare in relation to the Transaction and any withdrawal of Coinsquare Dissent Rights received by Coinsquare and, subject to Applicable Laws, provide WonderFi and Coinsmart with an opportunity to review and comment upon any written communication sent by or on behalf of Coinsquare to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons; and
(j) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Coinsquare Dissent Rights without the prior written consent of WonderFi and Coinsmart.

Section 3.03 The Coinsmart Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, Coinsmart shall:

(a) duly call, give notice of, convene and conduct the Coinsmart Meeting in accordance with the constating documents of Coinsmart, its Interim Order and Applicable Laws and shall use its commercially reasonable efforts to schedule the Coinsmart Meeting on the same date as the WonderFi Meeting and the Coinsquare Meeting; provided that, subject to Section 3.03(b), in no event shall the Coinsmart Meeting be held later than June 30, 2023 (provided that the other Parties have complied with the provisions of this Article III) and, in this regard, Coinsmart may abridge any time periods that may be abridged under Applicable Laws;
(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Coinsmart Meeting without the prior written consent of WonderFi and Coinsquare, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
(ii) required for quorum purposes (in which case, the Coinsmart Meeting shall be adjourned and not cancelled); or
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted under this Agreement.
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(c) unless the Coinsmart Board has made a Coinsmart Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Coinsmart Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Coinsmart Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) permit WonderFi and Coinsquare to, at the respective expense of WonderFi and Coinsquare, on behalf of the management of Coinsmart, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of Coinsmart, in favour of the approval of the Coinsmart Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Coinsmart Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Applicable Laws, and Coinsmart shall (i) disclose in the Circular that WonderFi and Coinsquare may make such solicitations and (ii) coordinate such solicitation efforts with WonderFi and Coinsquare to the extent reasonably practicable;
(e) promptly provide WonderFi and Coinsquare with copies of or access to information regarding the Coinsmart Meeting generated by Coinsmart’s transfer agent, if any, or any proxy solicitation services firm retained by Coinsmart, as requested from time to time by WonderFi or Coinsquare;
(f) consult with WonderFi and Coinsquare in fixing the date of the Coinsmart Meeting and the record date for the Coinsmart Meeting, give notice to WonderFi of the Coinsmart Meeting, and allow WonderFi’s Representatives and outside legal counsel to attend the Coinsmart Meeting;
(g) not, without WonderFi’s and Coinsquare’s prior written consent, change the record date for determining the Coinsmart Shareholders entitled to receive notice of and to vote at the Coinsmart Meeting (including in connection with any adjournment or postponement of the Coinsmart Meeting) unless required by Applicable Laws;
(h) promptly advise WonderFi and Coinsquare, at such times as WonderFi or Coinsquare may reasonably request and on a daily basis on each of the last 10 Business Days prior to the date of the Coinsmart Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the Coinsmart Arrangement Resolution) received by Coinsmart in respect of the Coinsmart Arrangement Resolution;
(i) promptly advise WonderFi and Coinsquare of any communication (written or oral) received from, or claims brought by (or, to the knowledge of Coinsmart, threatened to be brought by), any Person in opposition to the Transaction (other than nonsubstantive communications), any written notice of dissent or purported exercise of Coinsmart Dissent Rights received by Coinsmart in relation to the Transaction and any withdrawal of Coinsmart Dissent Rights received by Coinsmart and, subject to Applicable Laws, provide WonderFi and Coinsquare with an
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opportunity to review and comment upon any written communication sent by or on behalf of Coinsmart to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons;

(j) at the request of WonderFi or Coinsquare from time to time, and subject to compliance with Applicable Laws, provide WonderFi and Coinsquare with a list of the: (i) registered Coinsmart Shareholders, together with their addresses and respective holdings of Coinsmart Shares; (ii) names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire Coinsquare Shares; and (iii) participants and book-based nominee registrants, such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Coinsmart Shares, together with their addresses and respective holdings of Coinsmart Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists, and shall from time to time require that its registrar and transfer agent furnish WonderFi and Coinsquare with such additional information, including updated or additional lists of Coinsmart Shareholders and lists of securities positions and other assistance as WonderFi and Coinsquare may reasonably request; and
(k) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Coinsmart Dissent Rights without the prior written consent of WonderFi and Coinsquare.

Section 3.04 The Circular

(a) The Parties shall, as promptly as reasonably practicable following execution of this Agreement, prepare and complete, in consultation with each other as contemplated by this Section 3.04, the Circular, together with any other documents required by Applicable Laws in connection with the WonderFi Meeting, the Coinsquare Meeting, and the Coinsmart Meeting, and, as promptly as reasonably practicable after obtaining the Interim Orders, each Party shall cause the Circular and such documents to be filed in all jurisdictions where the same are required to be filed and sent to their respective shareholders and other Persons as required by Applicable Laws and the Interim Orders, in each case using commercially reasonable efforts so as to permit each of the WonderFi Meeting, Coinsquare Meeting and Coinsquare Meeting to be held in accordance with this Article III.
(b) Each of the Parties shall ensure that the Circular complies in all material respects with Applicable Laws, does not contain a Misrepresentation (other than with respect to any information that is furnished by or on behalf of another Party or such other Parties’ Representatives for inclusion in the Circular pursuant to Section 3.04(e)) and, subject to compliance by each of the Parties with this Article III, provides their respective shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the WonderFi Meeting, the Coinsquare Meeting and the Coinsmart Meeting. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Circular shall include:
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(i) a summary and a copy of the WonderFi Fairness Opinion, the Coinsquare Fairness Opinion and the Coinsmart Fairness Opinion;
(ii) a statement that the WonderFi Board has received the WonderFi Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsel: (A) determined that the consideration to be paid by WonderFi pursuant to the Transaction is fair to WonderFi and the Transaction is in the best interests of WonderFi, and (B) recommends that the WonderFi Shareholders vote in favour of the WonderFi Resolution (the “ WonderFi Board Recommendation ”); and
(iii) a statement that the WonderFi Locked-up Shareholders have entered into WonderFi Voting Agreements pursuant to which such persons have agreed to vote all their WonderFi Shares in favour of the WonderFi Resolution in accordance with the terms of the WonderFi Voting Agreements.
(iv) a statement that the Coinsquare Board has received the Coinsquare Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsel: (A) determined that the consideration to be received by the Coinsquare Shareholders pursuant to the Coinsquare Arrangement is fair to the Coinsquare Shareholders and the Coinsquare Arrangement is in the best interests of Coinsquare, and (B) recommends that the Coinsquare Shareholders vote in favour of the Coinsquare Arrangement Resolution (the “ Coinsquare Board Recommendation ”);
(v) a statement that the Coinsquare Locked-up Shareholders have entered into the Coinsquare Voting Agreements pursuant to which such persons have agreed to vote all their Coinsquare Shares in favour of the Coinsquare Arrangement Resolution in accordance with the terms of the Coinsquare Voting Agreements;
(vi) a statement that the Coinsmart Board has received the Coinsmart Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsel: (A) determined that the consideration to be received by the Coinsmart Shareholders pursuant to the Coinsmart Arrangement is fair to the Coinsmart Shareholders and the Coinsmart Arrangement is in the best interests of Coinsmart, and (B) recommends that the Coinsmart Shareholders vote in favour of the Coinsmart Arrangement Resolution (the “ Coinsmart Board Recommendation ”);
(vii) a statement that the Coinsmart Locked-up Shareholders have entered into the Coinsmart Voting Agreements pursuant to which such persons have agreed to vote all their Coinsmart Shares in favour of the Coinsmart Arrangement Resolution in accordance with the terms of the Coinsquare Voting Agreements; and
(viii) information in sufficient detail to allow WonderFi to rely upon the Section 3(a)(10) Exemption with respect to the issuance of Consideration Shares,
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Earnout Rights, and New WonderFi Options pursuant to the Coinsquare Arrangement and the Coinsmart Arrangement.

(c) In connection with the preparation of the Circular, each Party shall provide to the other all necessary information concerning it (including financial information) and that is required by Applicable Laws to be included in the Circular and ensure that such information does not contain a Misrepresentation and will indemnify the other Parties for all claims, losses, costs and expenses incurred by the other Parties in respect of any such Misrepresentation or alleged Misrepresentation contained in any information regarding such Party or its Affiliates, and each Party shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of such information and to the identification in the Circular of each such advisor.
(d) Each Party shall allow the other Parties and their respective outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents and shall give reasonable consideration to any comments made by each Party and its outside legal counsel and agrees that all information relating solely to a Party that is furnished by or on behalf of such Party for inclusion in the Circular or other related documents must be in a form and content satisfactory to such Party.
(e) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation or otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular as required or appropriate and the Parties shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to the Persons to whom the Circular was sent pursuant to the terms hereof and, if required by Applicable Laws or the Interim Orders, file the same with any Governmental Authority and disseminate the same to each Party’s respective shareholders.
(f) Each Party shall promptly advise the other Parties of any material communication (written or oral) received by it from any Securities Authorities or any other Governmental Authority in connection with the Circular, and will allow the other Parties and their respective Representatives an opportunity to comment on any response materials and participate in any meetings with Governmental Authorities in respect thereof.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WONDERFI

Except as set forth in the correspondingly numbered section of the WonderFi Disclosure Letter, WonderFi represents and warrants to Coinsquare and Coinsmart that the statements contained in Schedule IV are true and correct as of the date hereof and hereby acknowledges and agrees that Coinsquare and Coinsmart are relying thereon in execution and delivery of this Agreement.

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF COINSQUARE

Except as set forth in the correspondingly numbered section of the Coinsquare Disclosure Letter, Coinsquare represents and warrants to WonderFi and Coinsmart that the statements contained in Schedule V are true and correct as of the date hereof and hereby acknowledges and agrees that WonderFi and Coinsmart are relying thereon in execution and delivery of this Agreement.

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF COINSMART

Except as set forth in the correspondingly numbered section of the Coinsmart Disclosure Letter, Coinsmart represents and warrants to WonderFi and Coinsquare that the statements contained in Schedule VI are true and correct as of the date hereof and hereby acknowledges and agrees that WonderFi and Coinsquare are relying thereon in execution and delivery of this Agreement.

ARTICLE VII SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Transaction and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Article VII will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE VIII COVENANTS

Section 8.01 Covenants of Coinsquare Regarding the Conduct of Business

Coinsquare covenants and agrees that during the Interim Period, except as otherwise expressly provided for in this Agreement (including, for greater certainty, the terms of the Coinsquare Arrangement), or consented to in writing by WonderFi and Coinsmart (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.01 of the Coinsquare Disclosure Letter or otherwise in the Ordinary Course:

(a) Coinsquare shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of Coinsquare and its Subsidiaries and to maintain its Authorizations, and to preserve the rights, franchises, goodwill and relationships of Coinsquare’s employees, customers, lenders, suppliers, regulators and others having business relationships with Coinsquare and its Subsidiaries; and
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(b) without limiting the foregoing, Coinsquare shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
(ii) other than to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1), issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Coinsquare Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of Coinsquare or any of its Subsidiaries, or other equity or voting interests or other securities of Coinsquare or any of its Subsidiaries, other than (A) pursuant to the exercise or settlement (as applicable) of Coinsquare Options, warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms, and (B) the grants of equity awards set out in Section 8.01 of the Coinsquare Disclosure Letter;
(iii) other than to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1), cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the Coinsquare Stock Option Plan), including as may be necessary in respect of a distribution of Coinsquare’s holdings in Mogo Inc. and FRNT Financial Inc.;
(iv) split, combine or reclassify any outstanding Coinsquare Shares;
(v) amend the terms of the Coinsquare Shares or any other securities of Coinsquare or any of its Subsidiaries;
(vi) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Coinsquare or any of its Subsidiaries;
(vii) reorganize, amalgamate or merge Coinsquare or any of its Subsidiaries with any other Person;
(viii) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any Coinsquare Shares, Assets of Coinsquare or any of its Subsidiaries or any interest in any its Subsidiaries, Assets of Coinsquare or any of its Subsidiaries, other than in the Ordinary Course; provided that Coinsquare shall be entitled to distribute its holdings in Mogo Inc. and FRNT Financial Inc. to the Coinsquare Shareholders so
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long as such distribution does not result in adverse tax consequences to Coinsquare (or, following completion of the Transaction, WonderFi);

(ix) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(x) other than to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1), incur any capital expenditures or enter into any agreement obligating Coinsquare or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures that both (A) have been disclosed in writing to WonderFi and Coinsmart prior to the date of this Agreement, and (B) do not exceed $300,000 in the aggregate;
(xi) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xii) reduce the stated capital of the shares of Coinsquare or any of its Subsidiaries;
(xiii) other than to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Coinsquare or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement in the Ordinary Course and not in excess of $150,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to Coinsquare or any of its Subsidiaries;
(xiv) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, (A) in the Ordinary Course, of liabilities of Coinsquare or its Subsidiaries to the extent reflected or reserved against in the Coinsquare Financial Statements or incurred since December 31, 2022 in the Ordinary Course, or (B) in respect of those claims set forth in Section 5.13 of the Coinsquare Disclosure Letter;
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(xv) enter into any agreement that, if entered into prior to the date hereof, would constitute a Coinsquare Material Contract, or modify, amend in any material respect, transfer or terminate any Coinsquare Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xvi) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course or to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1);
(xvii) enter into any new line of business or discontinue any existing line of business without notifying WonderFi and Coinsmart;
(xviii) except to facilitate the exercise of outstanding Coinsquare Options to give effect to Section 2.06(1) or as required by the terms of the Coinsquare Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws; (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of Coinsquare or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of Coinsquare or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the Coinsquare Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a Coinsquare Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director or officer of Coinsquare or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration to any director, officer or employee of Coinsquare or its Subsidiaries; (E) make any material determination under any Coinsquare Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the Coinsquare Benefit Plans (or any plan which would be considered to be a Coinsquare Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;
(xix) make any bonus or profit sharing distribution or similar payment of any kind;
(xx) modify any employment or consulting agreement with any officer or senior employee of Coinsquare or any of its Subsidiaries, terminate any officer or senior employee of Coinsquare or any of its Subsidiaries, without cause, or hire any officer or senior employee of Coinsquare or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or
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(xxi) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) Coinsquare shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities, including all liabilities relating to the customers of Coinsquare and its Subsidiaries;
(ii) maintain, at all times, good standing with all applicable IIROC requirements, including minimum risk adjusted capital levels required by IIROC;
(iii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iv) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(v) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with WonderFi and Coinsmart);
(vi) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended December 31, 2021 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with WonderFi and Coinsmart);
(vii) not make, change or revoke any material election or designation relating to Taxes;
(viii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(ix) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or reassessment or any other controversy relating to Taxes;
(x) not make a request for a Tax ruling to any Governmental Authority; and
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(xi) keep WonderFi and Coinsmart reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to Coinsquare and its Subsidiaries, taken as a whole).
(d) Coinsquare shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.01 or resolve to do so.

Section 8.02 Covenants of WonderFi Regarding the Conduct of Business

WonderFi covenants and agrees that during the Interim Period, except as otherwise provided in this Agreement, the Coinsquare Plan of Arrangement or the Coinsmart Plan of Arrangement, or consented to in writing by Coinsquare and Coinsmart (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.02 of the WonderFi Disclosure Letter or otherwise in the Ordinary Course:

(a) WonderFi shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of WonderFi and its Subsidiaries and to maintain their Authorizations, and to preserve the rights, franchises, goodwill and relationships of WonderFi’s employees, customers, lenders, suppliers, regulators and others having business relationships with WonderFi and its Subsidiaries; and
(b) without limiting the foregoing, WonderFi shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
(ii) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any WonderFi Shares;
(iii) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any WonderFi Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of WonderFi or any of its Subsidiaries, or other equity or voting interests or other securities of WonderFi or any of its Subsidiaries, other than (A) pursuant to (1) the exercise or settlement (as applicable) of options, warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms, and (2) the terms of the equity distribution agreement dated December 23, 2022, between WonderFi and Canaccord Genuity Corp. (provided that any issuance of securities pursuant to such agreement shall be subject in all respects to
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Section 8.17(a)), and (B) the grants of equity awards set out in Section 8.02 of the WonderFi Disclosure Letter;

(iv) cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the WonderFi Incentive Plan;
(v) split, combine or reclassify any outstanding WonderFi Shares;
(vi) amend the terms of the WonderFi Shares or any other securities of WonderFi or any of its Subsidiaries;
(vii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of WonderFi or any of its Subsidiaries;
(viii) reorganize, amalgamate or merge WonderFi or any of its Subsidiaries with any other Person, except as disclosed in Section 8.02(b)(viii) of the WonderFi Disclosure Letter;
(ix) except as disclosed in Section 8.02(b)(ix) of the WonderFi Disclosure Letter, sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any WonderFi Shares, Assets of WonderFi or any of its Subsidiaries or any interest in any its Subsidiaries, Assets of WonderFi or any of its Subsidiaries, other than in the Ordinary Course;
(x) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(xi) incur any capital expenditures or enter into any agreement obligating WonderFi or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures made in respect of WonderFi’s gaming business and prospects (such expenditures not to exceed $750,000 in the aggregate without the prior written consent of Coinsquare and Coinsmart, not to be unreasonably withheld, conditioned or delayed), or that both (A) have been disclosed in writing to Coinsquare and Coinsmart prior to the date of this Agreement, and (B) do not exceed $200,000 in the aggregate;
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(xii) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xiii) reduce the stated capital of the shares of WonderFi or any of its Subsidiaries;
(xiv) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of WonderFi or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement in the Ordinary Course and not in excess of $100,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to WonderFi or any of its Subsidiaries;
(xv) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, (A) in the Ordinary Course, of liabilities of WonderFi or its Subsidiaries to the extent reflected or reserved against in the WonderFi Financial Statements or incurred since December 31, 2022 in the Ordinary Course, or (B) in respect of those claims set forth in Section 4.13 of the WonderFi Disclosure Letter;
(xvi) enter into any agreement that, if entered into prior to the date hereof, would constitute a WonderFi Material Contract, or modify, amend in any material respect, transfer or terminate any WonderFi Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xvii) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course;
(xviii) other than in respect of the gaming industry (but subject to Section 8.02(b)(xi)), enter into any new line of business or discontinue any existing line of business without notifying Coinsquare and Coinsmart;
(xix) except as set forth in Section 8.02(b)(xix) of the WonderFi Disclosure Letter, or as required by the terms of the WonderFi Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of WonderFi or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any - 54 -

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director, officer or employee of WonderFi or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the WonderFi Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a WonderFi Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer or employee of WonderFi or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration to any director or of WonderFi or its Subsidiaries; (E) make any material determination under any WonderFi Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the WonderFi Benefit Plans (or any plan which would be considered to be a WonderFi Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;

(xx) make any bonus or profit sharing distribution or similar payment of any kind;
(xxi) modify any employment or consulting agreement with any officer or senior employee of WonderFi or any of its Subsidiaries, terminate any officer or senior employee of WonderFi or any of its Subsidiaries, without cause, or hire any officer or senior employee of WonderFi or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or
(xxii) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) Except as set forth in Section 8.02(c) of the WonderFi Disclosure Letter, WonderFi shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities, including all liabilities relating to the customers of WonderFi and its Subsidiaries;
(ii) maintain, at all times, compliance in all material respects with all requirements under NI 31-103 pertaining to its status as a registered restricted dealer, any relief granted by the Ontario Securities Commission and other Securities Authorities, as applicable, including the requirement to maintain a minimum level of capital and insurance, to have in place a guarantee (in the case of Bitbuy Technologies Inc.) supplemented by a prescribed amount of cash held in a segregated bank account (in the case of Bitbuy Technologies Inc. and Coinberry Ltd.) available in the event of loss of Crypto Assets held in hot wallets, assess client account appropriateness (and, in the case of Bitbuy Technologies Inc., suitability) and any
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undertaking provided to the Ontario Securities Commission or other Securities Authorities pertaining to its restricted dealer registration;

(iii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iv) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(v) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with Coinsquare and Coinsmart);
(vi) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended December 31, 2021 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with Coinsquare and Coinsmart);
(vii) not make, change or revoke any material election or designation relating to Taxes;
(viii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(ix) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or reassessment or any other controversy relating to Taxes;
(x) not make a request for a Tax ruling to any Governmental Authority; and
(xi) keep Coinsquare and Coinsmart reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to WonderFi and its Subsidiaries, taken as a whole).
(d) WonderFi shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.02 or resolve to do so.
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Section 8.03 Covenants of Coinsmart Regarding the Conduct of Business

Coinsmart covenants and agrees that during the Interim Period, except as otherwise expressly provided for in this Agreement (including, for greater certainty, the terms of the Coinsmart Arrangement), or consented to in writing by WonderFi and Coinsquare (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.03 of the Coinsmart Disclosure Letter or otherwise in the Ordinary Course:

(a) Coinsmart shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of Coinsmart and its Subsidiaries and to maintain its Authorizations, and to preserve the rights, franchises, goodwill and relationships of Coinsmart’s employees, customers, lenders, suppliers, regulators and others having business relationships with Coinsmart and its Subsidiaries; and
(b) without limiting the foregoing, Coinsmart shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
(ii) other than to facilitate the exercise or settlement of outstanding Coinsmart Options and Coinsmart RSUs to give effect to Section 2.06(2), issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Coinsmart Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of Coinsmart or any of its Subsidiaries, or other equity or voting interests or other securities of Coinsmart or any of its Subsidiaries, other than (A) pursuant to the exercise or settlement (as applicable) of Coinsmart Options, warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms, and (B) the grants of equity awards set out in Section 8.03 of the Coinsmart Disclosure Letter;
(iii) other than to facilitate the exercise or settlement of outstanding Coinsmart Options and Coinsmart RSUs to give effect to Section 2.06(2), cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the Coinsmart Incentive Plan);
(iv) split, combine or reclassify any outstanding Coinsmart Shares;
(v) amend the terms of the Coinsmart Shares or any other securities of Coinsmart or any of its Subsidiaries;
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(vi) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Coinsmart or any of its Subsidiaries;
(vii) reorganize, amalgamate or merge Coinsmart or any of its Subsidiaries with any other Person;
(viii) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any Coinsmart Shares, Assets of Coinsmart or any of its Subsidiaries or any interest in any its Subsidiaries, Assets of Coinsmart or any of its Subsidiaries, other than in the Ordinary Course;
(ix) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(x) incur any capital expenditures or enter into any agreement obligating Coinsmart or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures that both (A) have been disclosed in writing to WonderFi and Coinsmart prior to the date of this Agreement, and (B) do not exceed $300,000 in the aggregate;
(xi) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xii) reduce the stated capital of the shares of Coinsmart or its Subsidiaries;
(xiii) other than to facilitate the exercise or settlement of outstanding Coinsmart Options and Coinsmart RSUs to give effect to Section 2.06(2), (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Coinsmart or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement in the Ordinary Course and not in excess of $100,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to Coinsmart or any of its Subsidiaries;
(xiv) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding
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or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, in the Ordinary Course, of liabilities of Coinsmart or its Subsidiaries to the extent reflected or reserved against in the Coinsmart Financial Statements or incurred since December 31, 2022 in the Ordinary Course;

(xv) enter into any agreement that, if entered into prior to the date hereof, would constitute a Coinsmart Material Contract, or modify, amend in any material respect, transfer or terminate any Coinsmart Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xvi) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course, or to facilitate the exercise or settlement of outstanding Coinsmart Options and Coinsmart RSUs to give effect to Section 2.06(2);
(xvii) enter into any new line of business or discontinue any existing line of business without notifying WonderFi and Coinsquare;
(xviii) other than to facilitate the exercise or settlement of outstanding Coinsmart Options and Coinsmart RSUs to give effect to Section 2.06(2), the grants of equity awards set out in Section 8.03 of the Coinsmart Disclosure Letter, and any payments set forth in Section 8.03 of the Coinsmart Disclosure Letter, except as required by the terms of the Coinsmart Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of Coinsmart or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of Coinsmart or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the Coinsmart Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a Coinsmart Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer or employee of Coinsmart or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration to any director, officer or employee of Coinsmart or its Subsidiaries; (E) make any material determination under any Coinsmart Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the Coinsmart Benefit Plans (or any plan which would be considered to be a Coinsmart Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;
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(xix) except as set forth in Section 8.03 of the Coinsmart Disclosure Letter, make any bonus or profit sharing distribution or similar payment of any kind;
(xx) modify any employment or consulting agreement with any officer or senior employee of Coinsmart or any of its Subsidiaries, terminate any officer or senior employee of Coinsmart or any of its Subsidiaries, without cause, or hire any officer or senior employee of Coinsmart or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or
(xxi) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) Coinsmart shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities, including all liabilities relating to the customers of Coinsmart and its Subsidiaries;
(ii) maintain, at all times, compliance in all material respects with all requirements under NI 31-103 pertaining to its status as a registered restricted dealer, any relief granted by the Ontario Securities Commission and other Securities Authorities, as applicable, including the requirement to maintain a minimum level of capital and insurance, to have in place a guarantee supplemented by a prescribed amount of cash held in a segregated bank account available in the event of loss of Crypto Assets held in Coinsmart’s hot wallet, assess client account appropriateness and any undertaking provided to the Ontario Securities Commission or other Securities Authorities pertaining to its restricted dealer registration;
(iii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iv) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(v) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with WonderFi and Coinsquare);
(vi) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended December 31, 2021 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with WonderFi and Coinsquare);
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(vii) not make, change or revoke any material election or designation relating to Taxes;
(viii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(ix) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or reassessment or any other controversy relating to Taxes;
(x) not make a request for a Tax ruling to any Governmental Authority; and
(xi) keep WonderFi and Coinsquare reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to Coinsmart and its Subsidiaries, taken as a whole).
(d) Coinsmart shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.03 or resolve to do so.

Section 8.04 Adjustment to Consideration for Dividends

With the exception of the distribution by Coinsquare of its holdings in Mogo Inc. and FRNT Financial Inc. to the Coinsquare Shareholders (so long as such distribution does not result in adverse tax consequences to Coinsquare (or, following completion of the Transaction, WonderFi)), if on or after the date hereof, Coinsmart or Coinsquare declares, sets aside or pays any dividend or other distribution to the Coinsmart Shareholders or Coinsquare Shareholders, as the case may be, prior to the Effective Time, the Consideration per Coinsmart Share or Coinsquare Share, as the case may be, shall be reduced by the amount of such dividend or distribution.

Section 8.05 Mutual Covenants of the Parties Relating to the Arrangements

Each of the Parties covenants and agrees that, other than in connection with obtaining the Required Approvals, which approvals shall be governed by the provisions of Section 8.13, subject to the terms and conditions of this Agreement, during that period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article IX to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under
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all Applicable Laws to complete the Coinsquare Arrangement and the Coinsmart Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all necessary waivers, consents and approvals required to be obtained by it from parties to WonderFi Material Contracts, Coinsquare Material Contracts or Coinsmart Material Contracts, as the case may be; (ii) obtain all necessary and material Authorizations as are required to be obtained by it or any of its Subsidiaries under Applicable Laws; (iii) fulfill all conditions and satisfy all provisions of this Agreement and the Coinsquare Arrangement and the Coinsmart Arrangement; and (iv) co-operate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations hereunder;

(b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the Coinsquare Arrangement, the Coinsmart Arrangement or the other transactions contemplated herein including, for the avoidance of doubt, the taking of any action or the entering into of any transaction, including any merger, acquisition, joint venture, disposition, lease or contract that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of not obtaining, any Required Approval or otherwise prevent, delay or impede the consummation of the transactions contemplated by this Agreement;
(c) it shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other Actions against itself or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Governmental Orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the Coinsquare Arrangement, the Coinsmart Arrangement or the other transactions contemplated by this Agreement; and (iii) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Coinsquare Arrangement or the Coinsmart Arrangement, any Applicable Laws that makes consummation of the Coinsquare Arrangement or the Coinsmart Arrangement illegal or otherwise prohibits or enjoins any party from consummating the Coinsquare Arrangement or the Coinsmart Arrangement;
(d) it shall carry out the terms of the Interim Orders and Final Orders applicable to it and use commercially reasonable efforts to comply promptly with all requirements which Applicable Laws may impose on it or its Subsidiaries or Affiliates with respect to the transactions contemplated hereby; and
(e) it shall use commercially reasonable efforts to carry out all actions necessary to ensure the availability of the Section 3(a)(10) Exemption and exemptions under applicable securities laws of any state of the United States.
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Section 8.06 Access to Information

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with Applicable Laws, each Party shall, and shall cause its Subsidiaries to: (a) afford the other Parties and their respective Representatives reasonable access to and the right to inspect all of the Assets, premises, Books and Records, Contracts and other documents and data related to the Business; (b) furnish the other Parties and their respective Representatives with such financial, operating and other data and information related to the Business as the other Parties or any of their respective Representatives may reasonably request; and (c) instruct its Representatives and those of its Subsidiaries to cooperate with the other Parties in their investigation of the Business. Any investigation under this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of a Party and its Subsidiaries.
(b) No investigation by any Party or other information received by such Party, including pursuant to this Section 8.06, shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the other Parties in this Agreement.
(c) The Parties acknowledge and agree that information furnished pursuant to this Section 8.06 shall be subject to the terms and conditions of the Confidentiality Agreement.

Section 8.07 Insurance and Indemnification

(a) Prior to the Effective Time, each Party shall be permitted to purchase customary “tail” policies of directors’ and officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained such Party and its Subsidiaries which may be in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and each Party will be permitted to and will be permitted to cause its Subsidiaries to, maintain such “tail” policies in effect without any reduction in scope or coverage for six years from the Effective Time; provided, that no Party or its Subsidiaries shall be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 250% of any Party’s current annual aggregate premium for policies currently maintained by such Party or its Subsidiaries.
(b) Each Party will, and will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of such Party and its Subsidiaries under Applicable Laws and under the Articles or other constating documents of such Party and/or its Subsidiaries or under any agreement or contract of any indemnified person with such Party or with any of its Subsidiaries, and
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acknowledges that such rights shall survive the completion of the transactions contemplated by this Agreement, and, to the extent within the control of such Party, such Party shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

(c) If any Party or any of their respective Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, such Party shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of such Party or its Subsidiaries) assumes all of the obligations set forth in this Section 8.07.
(d) The provisions of this Section 8.07 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, each Party hereby confirms that it is acting as trustee on behalf of its respective insured or indemnified Persons, and agrees to enforce the provisions of this Section 8.07 on their behalf. Furthermore, this Section 8.07 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

Section 8.08 Coinsquare No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.08, Coinsquare shall not, and shall cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.08(e))) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsquare Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than WonderFi and Coinsmart and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsquare Acquisition Proposal, it being acknowledged and agreed that, provided Coinsquare is then in compliance with its obligations under this Section 8.08, Coinsquare may (A) provide a written response (with a copy to WonderFi and Coinsmart) to any Person who submits a Coinsquare Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such Coinsquare Acquisition Proposal, (B) advise a Person who has submitted a written Coinsquare Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person
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making a Coinsquare Acquisition Proposal that Coinsquare has determined that such Coinsquare Acquisition Proposal does not constitute a Coinsquare Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any Coinsquare Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.08(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced Coinsquare Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Coinsquare Acquisition Proposal will not be considered to be in violation of this Section 8.08 provided the Coinsquare Board has rejected such Coinsquare Acquisition Proposal and publicly affirmed the Coinsquare Board Recommendation before the end of such three Business Day period; or in the event that the Coinsquare Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the Coinsquare Meeting), and further provided that Coinsquare shall provide WonderFi and Coinsmart and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public announcement as requested by WonderFi and Coinsmart and their respective counsel);
(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the Coinsquare Board Recommendation, or (ii) make, or permit any Representative of Coinsquare or any of its Subsidiaries to make, any public statement in connection with the Coinsquare Meeting by or on behalf of the Coinsquare Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the Coinsquare Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the Coinsquare Meeting) after having been requested in writing by WonderFi or Coinsmart to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Coinsquare Acquisition Proposal (each, a “ Coinsquare Change in Recommendation ”); or
(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the Coinsquare Board of the transactions contemplated hereby.
(b) Coinsquare shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other
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activities commenced prior to the date of this Agreement with any Person (other than WonderFi and Coinsmart and their respective Affiliates, acting jointly) conducted by Coinsquare or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a Coinsquare Acquisition Proposal, and, in connection therewith, Coinsquare will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding Coinsquare and its Subsidiaries previously provided in connection therewith to any Person other than WonderFi or Coinsmart to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.

(c) Coinsquare represents and warrants as of the date of this Agreement that neither Coinsquare nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsquare or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and Coinsquare represents and warrants that all such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsquare or any of its Subsidiaries are a Party shall, if applicable and in accordance with their terms, remain enforceable. Coinsquare covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsquare or any of its Subsidiaries are a party, and (ii) neither Coinsquare nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of WonderFi and Coinsmart (which may be unreasonably withheld, conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Coinsquare, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsquare or any of its Subsidiaries are a party.
(d) Coinsquare shall as soon as practicable, and in any event, within 24 hours, notify WonderFi and Coinsmart (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsquare Acquisition Proposal or any request received by Coinsquare or any of its Subsidiaries or their Representatives for non-public information relating to, or for access to the properties, books or records of, Coinsquare or any of its Subsidiaries by any person that informs Coinsquare or any of its Subsidiaries or their Representatives that it is considering making a Coinsquare Acquisition Proposal, of such Coinsquare Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such Coinsquare Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions
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thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. Coinsquare shall keep WonderFi and Coinsmart fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such Coinsquare Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.

(e) If at any time following the date of this Agreement and prior to the approval of the Coinsquare Arrangement Resolution by the Coinsquare Shareholders having been obtained, Coinsquare receives an unsolicited bona fide written Coinsquare Acquisition Proposal that did not result from a breach of this Section 8.08 (and which has not been withdrawn) and the Coinsquare Board determines, in good faith after consultation with its outside financial and legal advisors, that such Coinsquare Acquisition Proposal constitutes or would reasonably be expected to constitute a Coinsquare Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such Coinsquare Acquisition Proposal is subject), then, and only in such case, Coinsquare may provide the Person making such Coinsquare Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding Coinsquare or any of its Subsidiaries, but only to the extent that WonderFi and Coinsmart had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:
(i) Coinsquare has entered into a confidentiality and standstill agreement on terms no less favourable in aggregate to Coinsquare than the Confidentiality Agreement; and
(ii) Coinsquare has been, and continues to be, in compliance with this Section 8.08.
(f) If Coinsquare receives a Coinsquare Acquisition Proposal that constitutes a Coinsquare Superior Proposal prior to the approval of the Coinsquare Arrangement Resolution by the Coinsquare Shareholders, the Coinsquare Board may authorize Coinsquare to enter into a definitive agreement with respect to such Coinsquare Superior Proposal if, and only if all of the following are satisfied:
(i) the Coinsquare Board determines in good faith that the Coinsquare Acquisition Proposal constitutes a Coinsquare Superior Proposal;
(ii) the approval of the Coinsquare Arrangement Resolution by the Coinsquare Shareholders has not been obtained;
(iii) Coinsquare has been, and continues to be, in compliance with this Section 8.08;
(iv) Coinsquare has forthwith provided WonderFi and Coinsmart with a notice in writing that there is a Coinsquare Superior Proposal together with all documentation related to and detailing the Coinsquare Superior Proposal, including a copy of any proposed agreement relating to such Coinsquare
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Acquisition Proposal and, if applicable, a written notice from the Coinsquare Board regarding the value or range of values in financial terms that the Coinsquare Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the Coinsquare Superior Proposal;

(v) five Business Days (the “ Coinsquare Response Period ”) shall have elapsed from the date WonderFi and Coinsmart received the notice and documentation referred to in Section 8.08(f)(iv) from Coinsquare;
(vi) if WonderFi and Coinsmart have jointly proposed to amend the terms of the Transaction in accordance with Section 8.08(g), the Coinsquare Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the Coinsquare Acquisition Proposal is a Coinsquare Superior Proposal compared to the proposed amendment to the terms of the Transaction by WonderFi and Coinsmart;
(vii) Coinsquare concurrently terminates this Agreement pursuant to Section 10.02(a)(iv)(C); and
(viii) Coinsquare has previously, or concurrently will have, paid to each of WonderFi and Coinsmart the Termination Fee.
(g) Coinsquare acknowledges and agrees that, during the Coinsquare Response Period or such longer period as Coinsquare may approve for such purpose, WonderFi and Coinsmart shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Coinsquare Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether WonderFi’s and Coinsmart’s joint proposal to amend the Agreement would result in the Coinsquare Acquisition Proposal ceasing to be a Coinsquare Superior Proposal. If the Coinsquare Board determines that the Coinsquare Acquisition Proposal is not a Coinsquare Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise WonderFi and Coinsmart and negotiate in good faith with WonderFi and Coinsmart an amended agreement reflecting such proposed amendments. Each successive modification of any Coinsquare Acquisition Proposal shall constitute a new Coinsquare Acquisition Proposal for the purposes of this Section 8.08 and WonderFi and Coinsmart shall be afforded a new Coinsquare Response Period in respect of each such Coinsquare Acquisition Proposal from the date on which WonderFi and Coinsmart received the notice and documentation referred to in Section 8.08(f)(iv) in respect of such new Coinsquare Superior Proposal from Coinsquare.
(h) In circumstances where Coinsquare provides WonderFi and Coinsmart with notice of a Coinsquare Superior Proposal and all documentation contemplated by Section 8.08(f)(iv) on a date that is less than seven Business Days prior to the Coinsquare Meeting, Coinsquare may, or if and as requested by WonderFi or
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Coinsmart, Coinsquare shall, either proceed with or postpone Coinsquare Meeting to a date that is not more than seven Business Days after the scheduled date of such Coinsquare Meeting, as directed by WonderFi or Coinsmart, provided, however, that the Coinsquare Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.

(i) Without limiting the generality of the foregoing, Coinsquare shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.08 and any violation of the restrictions set forth in this Section 8.08 by Coinsquare, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.08 by Coinsquare.

Section 8.09 WonderFi No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.09, WonderFi shall not, and shall cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.09(e)) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a WonderFi Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than Coinsquare and Coinsmart and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a WonderFi Acquisition Proposal, it being acknowledged and agreed that, provided WonderFi is then in compliance with its obligations under this Section 8.09, WonderFi may (A) provide a written response (with a copy to Coinsquare and Coinsmart) to any Person who submits a WonderFi Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such WonderFi Acquisition Proposal, (B) advise a Person who has submitted a written WonderFi Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person making a WonderFi Acquisition Proposal that WonderFi Board has determined that such WonderFi Acquisition Proposal does not constitute a WonderFi Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any WonderFi Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.09(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced WonderFi Acquisition Proposal for a period of no
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more than three Business Days following the public announcement of such WonderFi Acquisition Proposal will not be considered to be in violation of this Section 8.09 provided the WonderFi Board has rejected such WonderFi Acquisition Proposal and publicly affirmed the WonderFi Board Recommendation before the end of such three Business Day period; or in the event that the WonderFi Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the WonderFi Meeting), and further provided that WonderFi shall provide Coinsquare and Coinsmart and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public announcement as requested by Coinsquare and Coinsmart and their respective counsel);

(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the WonderFi Board Recommendation, or (ii) make, or permit any Representative of WonderFi or any of its Subsidiaries to make, any public statement in connection with the WonderFi Meeting by or on behalf of the WonderFi Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the WonderFi Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the WonderFi Meeting) after having been requested in writing by Coinsquare or Coinsmart to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any WonderFi Acquisition Proposal (each, a “ WonderFi Change in Recommendation ”); or
(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the WonderFi Board of the transactions contemplated hereby.
(b) WonderFi shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than Coinsquare and Coinsmart and their respective Affiliates, acting jointly) conducted by WonderFi or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a WonderFi Acquisition Proposal, and, in connection therewith, WonderFi will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding WonderFi and its Subsidiaries previously provided in connection therewith to any
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Person other than Coinsquare or Coinsmart to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.

(c) WonderFi represents and warrants as of the date of this Agreement that neither WonderFi nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which WonderFi or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and WonderFi represents and warrants that all such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which WonderFi or any of its Subsidiaries are a Party shall, if applicable and in accordance with their terms, remain enforceable. WonderFi covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which WonderFi or any of its Subsidiaries are a party, and (ii) neither WonderFi nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of Coinsquare and Coinsmart (which may be unreasonably withheld, conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting WonderFi, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which WonderFi or any of its Subsidiaries are a party.
(d) WonderFi shall as soon as practicable, and in any event, within 24 hours, notify Coinsquare and Coinsmart (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a WonderFi Acquisition Proposal or any request received by WonderFi or any of its Subsidiaries or their Representatives for non-public information relating to, or for access to the properties, books or records of, WonderFi or any of its Subsidiaries by any person that informs WonderFi or any of its Subsidiaries or their Representatives that it is considering making a WonderFi Acquisition Proposal, of such WonderFi Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such WonderFi Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. WonderFi shall keep Coinsquare and Coinsmart fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such WonderFi Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.
(e) If at any time following the date of this Agreement and prior to the approval of the WonderFi Resolution by the WonderFi Shareholders having been obtained, WonderFi receives an unsolicited bona fide written WonderFi Acquisition Proposal that did not result from a breach of this Section 8.09 (and which has not been withdrawn) and the WonderFi Board determines, in good faith after consultation with its outside financial and legal advisors, that such WonderFi
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Acquisition Proposal constitutes or would reasonably be expected to constitute a WonderFi Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such WonderFi Acquisition Proposal is subject), then, and only in such case, WonderFi may provide the Person making such WonderFi Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding WonderFi or any of its Subsidiaries, but only to the extent that Coinsquare and Coinsmart had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:

(i) WonderFi has entered into a confidentiality and standstill agreement on terms no less favourable in aggregate to WonderFi than the Confidentiality Agreement; and
(ii) WonderFi has been, and continues to be, in compliance with this Section 8.09.
(f) If WonderFi receives a WonderFi Acquisition Proposal that constitutes a WonderFi Superior Proposal prior to the approval of the WonderFi Resolution by the WonderFi Shareholders, the WonderFi Board may authorize WonderFi to enter into a definitive agreement with respect to such WonderFi Superior Proposal if, and only if all of the following are satisfied:
(i) the WonderFi Board determines in good faith that the WonderFi Acquisition Proposal constitutes a WonderFi Superior Proposal;
(ii) the approval of the WonderFi Resolution by the WonderFi Shareholders has not been obtained;
(iii) WonderFi has been, and continues to be, in compliance with this Section 8.09;
(iv) WonderFi has forthwith provided Coinsquare and Coinsmart with a notice in writing that there is a WonderFi Superior Proposal together with all documentation related to and detailing the WonderFi Superior Proposal, including a copy of any proposed agreement relating to such WonderFi Acquisition Proposal and, if applicable, a written notice from the WonderFi Board regarding the value or range of values in financial terms that the WonderFi Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the WonderFi Superior Proposal;
(v) five Business Days (the “ WonderFi Response Period ”) shall have elapsed from the date Coinsquare and Coinsmart received the notice and documentation referred to in Section 8.09(f)(iv) from WonderFi;
(vi) if Coinsquare and Coinsmart have jointly proposed to amend the terms of the Transaction in accordance with Section 8.09(g), the WonderFi Board shall have determined, in good faith, after consultation with its outside
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financial and legal advisors, that the WonderFi Acquisition Proposal is a WonderFi Superior Proposal compared to the proposed amendment to the terms of the Transaction by Coinsquare and Coinsmart;

(vii) WonderFi concurrently terminates this Agreement pursuant to Section 10.02(a)(iii)(C); and
(viii) WonderFi has previously, or concurrently will have, paid to each of Coinsquare and Coinsmart the Termination Fee.
(g) WonderFi acknowledges and agrees that, during the WonderFi Response Period or such longer period as WonderFi may approve for such purpose, Coinsquare and Coinsmart shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The WonderFi Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether Coinsquare’s and Coinsmart’s joint proposal to amend the Agreement would result in the WonderFi Acquisition Proposal ceasing to be a WonderFi Superior Proposal. If the WonderFi Board determines that the WonderFi Acquisition Proposal is not a WonderFi Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise Coinsquare and Coinsmart and negotiate in good faith with Coinsquare and Coinsmart an amended agreement reflecting such proposed amendments. Each successive modification of any WonderFi Acquisition Proposal shall constitute a new WonderFi Acquisition Proposal for the purposes of this Section 8.09 and Coinsquare and Coinsmart shall be afforded a new WonderFi Response Period in respect of each such WonderFi Acquisition Proposal from the date on which Coinsquare and Coinsmart received the notice and documentation referred to in Section 8.09(f)(iv) in respect of such new WonderFi Superior Proposal from WonderFi.
(h) In circumstances where WonderFi provides Coinsquare and Coinsmart with notice of a WonderFi Superior Proposal and all documentation contemplated by Section 8.09(f)(iv) on a date that is less than seven Business Days prior to the WonderFi Meeting, WonderFi may, or if and as requested by Coinsquare or Coinsmart, WonderFi shall, either proceed with or postpone the WonderFi Meeting to a date that is not more than seven Business Days after the scheduled date of such WonderFi Meeting, as directed by Coinsquare or Coinsmart, provided, however, that the WonderFi Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.
(i) Without limiting the generality of the foregoing, WonderFi shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.09 and any violation of the restrictions set forth in this Section 8.09 by WonderFi, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.09 by WonderFi.
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Section 8.10 Coinsmart No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.10, Coinsmart shall not, and cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.10(e))) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsmart Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than WonderFi and Coinsquare and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsmart Acquisition Proposal, it being acknowledged and agreed that, provided Coinsmart is then in compliance with its obligations under this Section 8.10, Coinsmart may (A) provide a written response (with a copy to WonderFi and Coinsquare) to any Person who submits a Coinsmart Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such Coinsmart Acquisition Proposal, (B) advise a Person who has submitted a written Coinsmart Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person making a Coinsmart Acquisition Proposal that Coinsmart has determined that such Coinsmart Acquisition Proposal does not constitute a Coinsmart Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any Coinsmart Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.10(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced Coinsmart Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Coinsmart Acquisition Proposal will not be considered to be in violation of this Section 8.08 provided the Coinsmart Board has rejected such Coinsmart Acquisition Proposal and publicly affirmed the Coinsmart Board Recommendation before the end of such three Business Day period; or in the event that the Coinsmart Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the Coinsmart Meeting), and further provided that Coinsmart shall provide WonderFi and Coinsquare and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public
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announcement as requested by WonderFi and Coinsquare and their respective counsel);

(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the Coinsmart Board Recommendation, or (ii) make, or permit any Representative of Coinsmart or any of its Subsidiaries to make, any public statement in connection with the Coinsmart Meeting by or on behalf of the Coinsmart Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the Coinsmart Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the Coinsmart Meeting) after having been requested in writing by WonderFi or Coinsquare to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Coinsmart Acquisition Proposal (each, a “ Coinsmart Change in Recommendation ”); or
(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the Coinsmart Board of the transactions contemplated hereby.
(b) Coinsmart shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than WonderFi and Coinsquare and their respective Affiliates, acting jointly) conducted by Coinsmart or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a Coinsmart Acquisition Proposal, and, in connection therewith, Coinsmart will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding Coinsmart and its Subsidiaries previously provided in connection therewith to any Person other than WonderFi or Coinsquare to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.
(c) Coinsmart represents and warrants as of the date of this Agreement that neither Coinsmart nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsmart or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and Coinsmart represents and warrants that all such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsmart or
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any of its Subsidiaries are a Party shall, if applicable and in accordance with their terms, remain enforceable. Coinsmart covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsmart or any of its Subsidiaries are a party, and (ii) neither Coinsmart nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of WonderFi and Coinsquare (which may be unreasonably withheld, conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Coinsmart, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Coinsmart or any of its Subsidiaries are a party.

(d) Coinsmart shall as soon as practicable, and in any event, within 24 hours, notify WonderFi and Coinsquare (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a Coinsmart Acquisition Proposal or any request received by Coinsmart or any of its Subsidiaries or their Representatives for non-public information relating to, or for access to the properties, books or records of, Coinsmart or any of its Subsidiaries by any person that informs Coinsmart or any of its Subsidiaries or their Representatives that it is considering making a Coinsmart Acquisition Proposal, of such Coinsmart Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such Coinsmart Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. Coinsmart shall keep WonderFi and Coinsquare fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such Coinsmart Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.
(e) If at any time following the date of this Agreement and prior to the approval of Coinsmart Arrangement by the Coinsmart Shareholders having been obtained, Coinsmart receives an unsolicited bona fide written Coinsmart Acquisition Proposal that did not result from a breach of this Section 8.10 (and which has not been withdrawn) and the Coinsmart Board determines, in good faith after consultation with its outside financial and legal advisors, that such Coinsquare Acquisition Proposal constitutes or would reasonably be expected to constitute a Coinsquare Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such Coinsquare Acquisition Proposal is subject), then, and only in such case, Coinsmart may provide the Person making such Coinsquare Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding Coinsmart or any of its Subsidiaries, but only to the extent that WonderFi and Coinsquare had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:
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(i) Coinsmart has entered into a confidentiality and standstill agreement on terms no less favourable in aggregate to Coinsmart than the Confidentiality Agreement; and
(ii) Coinsmart has been, and continues to be, in compliance with this Section 8.10.
(f) If Coinsmart receives a Coinsmart Acquisition Proposal that constitutes a Coinsmart Superior Proposal prior to the approval of the Coinsmart Arrangement Resolution by the Coinsmart Shareholders, the Coinsmart Board may authorize Coinsmart to enter into a definitive agreement with respect to such Coinsmart Superior Proposal if, and only if all of the following are satisfied:
(i) the Coinsmart Board determines in good faith that the Coinsmart Acquisition Proposal constitutes a Coinsmart Superior Proposal;
(ii) the approval of the Coinsmart Arrangement Resolutions by the Coinsmart Shareholders has not been obtained;
(iii) Coinsmart has been, and continues to be, in compliance with this Section 8.10;
(iv) Coinsmart has forthwith provided WonderFi and Coinsquare with a notice in writing that there is a Coinsmart Superior Proposal together with all documentation related to and detailing the Coinsmart Superior Proposal, including a copy of any proposed agreement relating to such Coinsmart Acquisition Proposal and, if applicable, a written notice from the Coinsmart Board regarding the value or range of values in financial terms that the Coinsmart Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the Coinsmart Superior Proposal;
(v) five Business Days (the “ Coinsmart Response Period ”) shall have elapsed from the date WonderFi and Coinsquare received the notice and documentation referred to in Section 8.10(f)(iv) from Coinsmart;
(vi) if WonderFi and Coinsquare have jointly proposed to amend the terms of the Transaction in accordance with Section 8.10(g), the Coinsmart Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the Coinsmart Acquisition Proposal is a Coinsmart Superior Proposal compared to the proposed amendment to the terms of the Transaction by WonderFi and Coinsquare;
(vii) Coinsmart concurrently terminates this Agreement pursuant to Section 10.02(a)(v)(C); and
(viii) Coinsmart has previously, or concurrently will have, paid to each of WonderFi and Coinsmart the Termination Fee.
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(g) Coinsmart acknowledges and agrees that, during the Coinsmart Response Period or such longer period as Coinsmart may approve for such purpose, WonderFi and Coinsquare shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Coinsmart Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether WonderFi’s and Coinsquare’s joint proposal to amend the Agreement would result in the Coinsmart Acquisition Proposal ceasing to be a Coinsmart Superior Proposal. If the Coinsmart Board determines that the Coinsmart Acquisition Proposal is not a Coinsmart Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise WonderFi and Coinsquare and negotiate in good faith with WonderFi and Coinsquare an amended agreement reflecting such proposed amendments. Each successive modification of any Coinsmart Acquisition Proposal shall constitute a new Coinsmart Acquisition Proposal for the purposes of this Section 8.10 and WonderFi and Coinsquare shall be afforded a new Coinsmart Response Period in respect of each such Coinsmart Acquisition Proposal from the date on which WonderFi and Coinsquare received the notice and documentation referred to in Section 8.10(f)(iv) in respect of such new Coinsmart Superior Proposal from Coinsmart.
(h) In circumstances where Coinsmart provides WonderFi and Coinsquare with notice of a Coinsmart Superior Proposal and all documentation contemplated by Section 8.10(f)(iv) on a date that is less than seven Business Days prior to the Coinsmart Meeting, Coinsmart may, or if and as requested by WonderFi or Coinsquare, Coinsmart shall, either proceed with or postpone Coinsmart Meeting to a date that is not more than seven Business Days after the scheduled date of such Coinsmart Meeting, as directed by WonderFi or Coinsquare, provided, however, that the Coinsmart Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.
(i) Without limiting the generality of the foregoing, Coinsmart shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.10 and any violation of the restrictions set forth in this Section 8.10 by Coinsmart, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.10 by Coinsmart.

Section 8.11 Notice of Certain Events

(a) From the date hereof until the Effective Time, Coinsquare shall promptly notify WonderFi and Coinsmart in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Coinsquare and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.02 and Section 9.04 to be satisfied;
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(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to Coinsquare’s Knowledge, threatened against, relating to or involving or otherwise affecting Coinsquare or its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 5.13 of Schedule V or that relates to the consummation of the transactions contemplated by this Agreement.
(b) WonderFi’s or Coinsmart’s receipt of information under Section 8.11(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Coinsquare in this Agreement and shall not be deemed to amend or supplement the Coinsquare Disclosure Letter.
(c) From the date hereof until the Effective Time, WonderFi shall promptly notify Coinsquare and Coinsmart in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to WonderFi and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.03 and Section 9.04 to be satisfied;
(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to WonderFi’s Knowledge, threatened against, relating to or involving or otherwise affecting WonderFi that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 4.13 of Article IV or that relates to the consummation of the transactions contemplated by this Agreement.
(d) Coinsquare’s or Coinsmart’s receipt of information under Section 8.11(c) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by WonderFi in this Agreement and shall not be deemed to amend or supplement the WonderFi Disclosure Letter.
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(e) From the date hereof until the Effective Time, Coinsmart shall promptly notify WonderFi and Coinsquare in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Coinsmart and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.02, and Section 9.03 to be satisfied;
(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to Coinsmart’s Knowledge, threatened against, relating to or involving or otherwise affecting Coinsmart or its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 6.13 of Article VI or that relates to the consummation of the transactions contemplated by this Agreement.
(f) WonderFi’s or Coinsquare’s receipt of information under Section 8.11(e) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Coinsquare in this Agreement and shall not be deemed to amend or supplement the Coinsquare Disclosure Letter.

Section 8.12 Personal Information Privacy

Each Party shall, at all times, comply with all Applicable Laws governing the protection of Personal Information with respect to Personal Information disclosed or otherwise provided to each other or each others’ Subsidiaries under this Agreement. Each Party shall only collect, use or disclose such Personal Information for the purposes of investigating the other Parties and their respective Business as contemplated in this Agreement and completing the transactions contemplated in this Agreement. Each Party shall safeguard all Personal Information collected from the other Parties or their respective Subsidiaries in a manner consistent with the degree of sensitivity of the Personal Information and maintain, at all times, the security and integrity of the Personal Information. Each Party shall not make copies of the Personal Information or any excerpts thereof or in any way recreate the substance or contents of the Personal Information if the Transaction is not completed for any reason and shall return all Personal Information to the other applicable Party or, at the other applicable Party’s request and cost, destroy such Personal Information.

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Section 8.13 Authorizations

(a) In respect of the Competition Act Clearance,

(i) as soon as reasonably practicable but in any event with fifteen (15) Business Days after the date of this Agreement, or within such other time as the Parties may reasonably agree, WonderFi shall file with the Commissioner a submission requesting an Advance Ruling Certificate or, in the alternative, a No Action Letter; and
(ii) WonderFi or Coinsquare may, acting reasonably, on or after the fifth (5[th] ) Business Day after the date of this Agreement, notify the other Party to the Coinsquare Arrangement that it intends to file a notification pursuant to subsection 114(1) of the Competition Act, in which case WonderFi and Coinsquare shall each file their respective notifications pursuant to subsection 114(1) of the Competition Act at the time of the filing of the submission described in Section 8.13(a)(i), or at such other time as the Parties may reasonably agree.
(b) The Responsible Party shall, and shall cause their respective Subsidiaries, as applicable, to, file, as soon as reasonably practicable but in any event within ten (10) Business Days after the date of this Agreement, or within such other terms as the other Parties may reasonably agree, the initial submissions, filings or notifications required to obtain the other Required Approvals.
(c) All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Authority in respect of any Required Approvals shall be shared by the Parties equally, with the exception of the Competition Act Clearance filing fees which shall be shared by WonderFi and Coinsquare equally.
(d) The Parties agree to use their respective commercially reasonable efforts to obtain the Required Approvals and to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from such Parties relating to the transactions contemplated by this Agreement as soon as reasonably practicable (subject to any specific timeframes otherwise set out herein) and in any event so as to allow the Effective Time to occur before the Outside Date.
(e) With respect to obtaining the Required Approvals, the Parties shall cooperate with one another and shall provide such assistance as the other Parties may reasonably request in connection with obtaining the Required Approvals. In particular:
(i) no Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Authority to not consummate the transactions contemplated by this Agreement, except upon the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed;
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(ii) the Parties agree that: (i) the Parties shall collectively be the Responsible Party with respect to obtaining the Competition Act Clearance, subject to the provisions of Section 8.13(a); (ii) Coinsquare shall be the Responsible Party to prepare and submit the application for the IIROC Approval; (iii) WonderFi shall be the Responsible Party to prepare and submit the application for the CSA Approval; (iv) WonderFi shall be the Responsible Party to prepare and submit the application for the TSX Approval; and (v) Coinsmart shall be the Responsible Party to prepare and submit the application for the NEO Approval, and in each case, except in respect of the notifications to be filed pursuant to subsection 114(1) of the Competition Act, the Responsible Party shall prepare and submit such application on its own behalf and on behalf of any other Party to which such application is applicable in accordance with this Section 8.13;
(iii) the Parties shall cooperate with one another in preparing all applications, notices, filings, submissions or other documents (including responses to requests for information and inquiries from any Governmental Authority) to be made or submitted to or filed with any Governmental Authority in connection with obtaining or concluding the Required Approvals, including providing or submitting on a timely basis all assistance, documentation and information that may be necessary, proper or advisable in connection therewith;
(iv) the Responsible Party will permit the other Parties to review in advance any proposed applications, notices, filings, submissions or other documents (including responses to requests for information and inquiries from any Governmental Authority) to be made or submitted to or filed with any Governmental Authority in connection with obtaining or concluding the Required Approvals, and will provide the other Parties a reasonable opportunity to comment thereon and consider those comments in good faith; provided, however, that, subject to Section 8.12(f), information indicated by any Party to be competitively sensitive or trade secrets shall be provided on an external counsel-only basis;
(v) the Responsible Party will promptly provide the other Parties with final copies of any applications, notices, filings, submissions or other documents (including responses to requests for information and inquiries from any Governmental Authority) submitted to or filed with any Governmental Authority in connection with obtaining or concluding the Required Approvals; provided, however, that, subject to Section 8.11(f), information indicated by any Party to be competitively sensitive or trade secrets shall be provided on an external counsel-only basis;
(vi) each Party will (A) use its commercially reasonable efforts to respond within three (3) Business Days (or, if not reasonably practicable to respond within three (3) Business Days having regard to the volume, complexity and preparatory work required to properly respond, as soon as reasonably practicable) to any request or notice from any Governmental Authority
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requiring the Parties, or any of them, to supply additional information that is relevant to the review of the transactions contemplated by this Agreement in respect of obtaining or concluding the Required Approvals, and (B) cooperate on a timely basis with the other Parties for such purposes;

(vii) no Party will participate in any meeting or discussion (whether in person, by telephone, by video or otherwise) with any Governmental Authority in connection with obtaining or concluding the Required Approvals unless it first gives a representative of each of the other Parties and such Parties’ respective legal counsel (including for this purpose the general counsel of such Party) the opportunity to attend and participate therein; provided, however, that, subject to Section 8.12(f), where competitively sensitive information or trade secrets may be discussed, the other Parties’ external legal counsel shall have the right to participate in any such meetings or discussions on an external counsel-only basis. For greater certainty, nothing in this Section shall restrict the Responsible Party from participating in a phone conversation relating to the Required Approvals initiated by a Governmental Authority in the ordinary course, provided that such Party immediately provides a summary of such conversation to the other Parties; and
(viii) each of the Parties shall promptly notify the other Parties of any communications from any Governmental Authority relating to the Required Approvals and provide copies or summaries of such communications to the other Parties.
(f) With respect to Section 8.13(e)(iv), (v)(e)(v), and (vii) above, where a Party (in this Section 8.13(f) only, the “ Disclosing Party ”) provides any applications, notices, filings, submissions or other documents to the other Parties (the “ Receiving Parties ”) or participates in any meeting or discussion with any Governmental Authority on an external counsel-only basis, the Disclosing Party shall also provide the Receiving Parties with a redacted version of any such any applications, notices, filings, submissions or other documents or a redacted report of the meeting or discussion, as the case may be.
(g) In the event that a Governmental Authority commences an Action related to any of the transactions contemplated by this Agreement or enacts, issues, promulgates, enforces or enters any Governmental Order or Applicable Laws that is in effect and has the effect of making any of the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting or materially delaying or otherwise adversely affecting the consummation of any of the transactions contemplated by this Agreement or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof, each Party shall use commercially reasonable efforts to: (i) oppose or defend against such Action; and (ii) appeal or have overturned, vacated, terminated, lifted, rescinded or rendered
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non-applicable in respect of the transactions contemplated by this Agreement such Governmental Order or Applicable Laws.

(h) The obligation of a Party to use its commercially reasonable efforts to obtain the Required Approvals does not require the Party (or any Subsidiary thereof) to (i) sell, divest, hold separate, agree to sell or otherwise dispose of any business, business segment or assets of such Party or its Subsidiaries, (ii) terminate or amend any existing relationships and contractual rights and obligations of such Party or its Subsidiaries, (iii) agree to any order, arrangement, undertaking, or otherwise that would have the effect of changing the behaviour of such Party or its Subsidiaries; (iv) enter into any agreement or arrangement with, or agree to be subject to any Governmental Order with, any Governmental Authority for the purposes of obtaining the Required Approvals; (v) make or incur a material cost or expenditure; or (vi) take any other action that would present undue risk to, or could reasonably be expected to be material and adverse to, the business, operations, financial condition or results of operations of such Party and its Subsidiaries, taken as a whole.
(i) Each Responsible Party shall have responsibility for the determination and direction of all strategy and efforts related to the obtaining of such Required Approval. The Responsible Party shall provide the other Parties with a reasonable opportunity to consider and comment on its strategy, efforts and proposed efforts related to the obtaining of such Required Approval and the Responsible Party shall give reasonable consideration to any such comments. The other Parties shall take all actions requested by the Responsible Party, acting reasonably, to support the Responsible Party in connection with its strategy and efforts relating to the obtaining of the applicable Required Approval.
(j) The Parties shall schedule weekly conference calls or videoconferences to discuss the status of all Required Approvals. Each Party shall attend and participate in, and use commercially reasonable efforts to cause their respective external counsels to attend and participate in, such weekly conference calls or videoconferences.
(k) Except as permitted under this Agreement or in satisfaction of the Parties’ obligations hereunder, the Parties shall not, and shall not allow any of their Subsidiaries to, take any action or enter into any transaction, including any merger, acquisition, business combination, joint venture, disposition, lease or contract, that would reasonably be expected to prevent, or materially delay or impede the obtaining of, or materially increase the risk of not obtaining, the Required Approvals, or otherwise prevent, the occurrence of the Effective Time before the Outside Date.

Section 8.14 Covenants Relating to the Consideration Shares

WonderFi shall apply for and use commercially reasonable efforts to obtain conditional approval for the listing for trading on the TSX, by the Effective Time of the Consideration Shares issuable pursuant to the Transaction, the WonderFi Shares issuable upon exercise of the New WonderFi Options and Coinsmart Warrants, the WonderFi Shares issuable in satisfaction of any payment

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under the Earnout Rights Indenture, together with any other WonderFi Shares to be issued in connection with the Transaction as provided for under the WonderFi Disclosure Letter, subject to the satisfaction of customary conditions. Each of Coinsquare and Coinsmart shall use commercially reasonable efforts to cooperate with WonderFi in connection with the foregoing, including by providing information reasonably requested by WonderFi in connection therewith.

Section 8.15 Governance Matters

(a) On the Effective Date, and concurrent with Closing, WonderFi covenants and agrees to:
(i) reconstitute the WonderFi Board to be comprised of nine (9) directors as follows (unless otherwise agreed to in writing by the Parties):
- (A) four (4) nominees of Coinsquare (being Michael Wekerle, Jason Theofilos, Nick Thadaney, and Wendy Rudd);
- (B) three (3) nominees of WonderFi (being Robert Halpern, Dean Skurka, and Jeffrey Orridge); and
- (C) two (2) nominees of Coinsmart (being Justin Hartzman and G. Scott Paterson)

provided that, any Party may change one or more of their nominees named above prior to the mailing of the Circular with the prior written consent of the other two Parties, acting reasonably,

(ii) reconstitute the Wonderfi compensation committee to consist of three (3) independent directors, and each Party shall have one (1) nominee thereof; and
(iii) [Redacted - Provision regarding post-closing matters relating to employee advisor and consultant contracts.]

==> picture [361 x 100] intentionally omitted <==

(b) Certain parties, as set forth in Section 8.15(b) of WonderFi’s Disclosure Letter, shall have entered into investor rights agreements on terms acceptable to the Parties.
(c) The Parties agree that effective on the signing of this Agreement, a steering committee will be constituted on the basis set forth in Section 8.15(c) of the
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WonderFi Disclosure Schedule. The Parties agree to comply with the covenants and obligations of the Parties as set forth in such Schedule.

Section 8.16 Name Change

If agreed by the Parties prior to the mailing of the Circular, on the Effective Date, and concurrent with Closing, WonderFi covenants and agrees to file articles of amendment under the BCBCA and to otherwise execute such other documents and instruments, effect such other filings, and take such other action as may be required so as to change the name of WonderFi to such name as the Parties agree and, if applicable, as may be approved by the applicable regulatory authorities and the TSX.

Section 8.17 Financings and Acquisitions

(a) Notwithstanding anything to the contrary herein, at any time and from time to time prior to the date of the Final Order in respect of both the Coinsquare Arrangement and Coinsmart Arrangement, any Party, with the prior written consent of one of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed), shall be entitled to complete one or more equity financings pursuant to which common shares (and warrants if applicable) of such Party may be issued to one or more third parties dealing with such Party at arm’s length

[Redacted - Commercially Sensitive]

(b) Notwithstanding anything to the contrary herein, at any time and from time to time prior to the date of the Final Order in respect of both the Coinsquare Arrangement and Coinsmart Arrangement, any Party, with the prior written consent of one of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed), shall be entitled to complete one or more Acquisitions, provided that:

[Redacted - Commercially Sensitive]

==> picture [393 x 114] intentionally omitted <==

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(c) In the event that Coinsquare Shares or Coinsmart Shares are issued in connection with any of such Acquisitions, such securities will be acquired by WonderFi pursuant to this Agreement at the same Exchange Ratio for Coinsquare Shares or Coinsmart Shares, as applicable.

Section 8.18 Closing Conditions

During the Interim Period, each Party hereto shall use its commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article IX.

Section 8.19 Public Announcements and Filings

The Parties agree to issue a joint press release with respect to this Agreement as soon as practicable after its due execution, the text and timing of such announcement to be approved by the Parties in advance, acting reasonably and without delay, and subject to prior approval of the TSX, NEO and applicable Securities Authorities, as applicable. The Parties agree to cooperate in the preparation of presentations, if any, to the WonderFi Shareholders, Coinsquare Shareholders or Coinsmart Shareholders regarding the transactions contemplated by this Agreement. Subject to the following sentence, each Party shall: (a) not issue any press release or otherwise make public statements with respect to this Agreement or the Transaction without the consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) not make any filing with any Governmental Authority or with the TSX and/or NEO with respect to this Agreement or the Transaction without the consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall enable the other Parties to review and comment on all such press releases prior to the release thereof and shall enable the other Parties to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided , that the foregoing shall be subject to Section 2.07, Section 8.13 and each Party’s overriding obligation to make any disclosure or filing required under Applicable Laws, including stock exchange requirements, and if such disclosure or filing is required and the other Parties have not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use commercially reasonable efforts to give prior oral or written notice to the other Parties, and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent any Party from: (a) making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders; or (b) making any public disclosure (including by way of social media, interviews or otherwise), in each case so long as the content of such statements and announcements are consistent with and limited in all material respects to the content contained in the most recent press releases, public disclosures or public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 8.19 related to the approval or contents of filings with Governmental Authorities will not apply to matters specifically governed by other provisions in this Agreement. The restrictions set forth in this Section 8.19 shall not apply to any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

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Section 8.20 Further Assurances

Following the Effective Time, each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

ARTICLE IX CONDITIONS TO CLOSING

Section 9.01 Mutual Conditions Precedent

The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver upon written agreement of the Parties, at or before the Effective Time, of each of the following conditions:

(a) The Required Approvals shall have been obtained and shall have not been rescinded.
(b) The Transaction Resolutions shall have been approved and adopted at the WonderFi Meeting, Coinsquare Meeting and Coinsmart Meeting, as applicable.
(c) The Final Order in respect of the Coinsquare Arrangement and the Final Order in respect of the Coinsmart Arrangement shall have been obtained on terms acceptable to the Parties, each acting reasonably.
(d) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.
(e) No Action shall have been commenced against the Parties that would prevent the Closing and no injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or prohibits any transaction contemplated hereby.
(f) WonderFi shall have received conditional approval from the TSX in respect of the listing of the (i) WonderFi Shares comprising the Consideration Shares, (ii) the WonderFi Shares issuable on the exercise of the new WonderFi Options granted pursuant to Section 2.06(5), (iii) the WonderFi Shares issuable on the exercise of the Coinsmart Warrants as provided for pursuant to Section 2.06(4); (iv) the WonderFi Shares issuable in satisfaction of any payments under the Earnout Rights Indenture; and (iv) any other WonderFi Shares to be issued in connection with the Transaction as provided for under the WonderFi Disclosure Letter.
(g) WonderFi shall have entered into employment or consulting agreements with those parties set forth in Section 8.15(a)(iii) of the WonderFi Disclosure Letter, substantially in the form(s) attached to Section 8.15(a)(iii) of the WonderFi
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Disclosure Letter and substantially on the terms set forth in Section 8.15(a)(iii) of the WonderFi Disclosure Letter; provided that, this provision may be waived or amended in respect of the appointment of any such officer, employee or consultant, with the consent of any two Parties should any such individual not be prepared to enter into such employment or consulting agreement in the form(s) and/or on the agreed terms on or prior to the Effective Time.

(h) WonderFi shall have delivered to the other Parties all resignations of its directors, effective as of the Closing, that are required to create vacancies on the WonderFi Board that enable Section 8.15(a) to be implemented, all in a form acceptable to the Parties, each acting reasonably.
(i) Coinsquare shall have delivered to the other Parties resignations of each of its directors (unless otherwise agreed to by the Parties), effective as of the Closing, all in a form acceptable to the Parties, each acting reasonably.
(j) Coinsmart shall have delivered to the other Parties resignations of each of its directors (unless otherwise agreed to by the Parties), effective as of the Closing, all in a form acceptable to the Parties, each acting reasonably.
(k) WonderFi shall have entered into investor rights agreements with each of those parties as set forth in Section 8.15(b) of WonderFi’s Disclosure Letter, substantially in the respective forms appended in Schedule F.
(l) The Earnout Rights Indenture shall have been entered into by the parties thereto and shall not have been terminated.
(m) The sum of (i) the percentage of the issued and outstanding Coinsquare Shares for which Coinsquare Dissent Rights have been duly exercised and not withdrawn and (ii) the percentage of the issued and outstanding Coinsquare Shares for which Coinsquare Dissent Rights have been exercised and not withdrawn, shall not be more than 10%; provided that this condition may be waived in writing by two of the Parties and such waiver shall be binding upon the non-waiving Party, as applicable.
(n) The Consideration Shares, Earnout Rights, and New WonderFi Options to be issued pursuant to the Coinsquare Arrangement and the Coinsmart Arrangement, as applicable, shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable securities laws of any state of the United States; provided, however, that Coinsquare and/or Coinsmart shall be not entitled to the benefit of the conditions in this Section 9.01(n), and shall be deemed to have waived such condition in the event that Coinsquare and/or Coinsmart, as applicable, (i) fails to comply with the requirements set forth in Section 2.11, or (ii) fails to advise the Court prior to the hearing in respect of the Interim Order that WonderFi intends to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Coinsquare Arrangement and the Coinsmart Arrangement, respectively, and the Final Order shall reflect such reliance.
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Section 9.02 Conditions Precedent to Obligations of WonderFi

The obligations of WonderFi to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or WonderFi’s waiver, at or before the Effective Time, of each of the following conditions:

(a) Other than the representations and warranties of (i) Coinsquare set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04 and Section 5.21 of Schedule V, and (ii) Coinsmart set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04 and Section 6.21 of Schedule VI, the representations and warranties of each of Coinsquare and Coinsmart set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) Coinsquare set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04 and Section 5.21 of Schedule V, and (ii) Coinsmart set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04 and Section 6.21 of Schedule VI, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Each of Coinsquare and Coinsmart shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are qualified by materiality, each of Coinsquare and Coinsmart shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) All approvals, consents and waivers that are listed in Section 5.04 of the Coinsquare Disclosure Letter and in Section 6.04 of the Coinsmart Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to WonderFi, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to either Coinsquare or Coinsmart, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to Coinsquare or Coinsmart.
(e) WonderFi shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) Coinsquare, that each of the conditions set forth in
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Section 9.02(a) and Section 9.02(b) has been satisfied and (ii) Coinsmart, that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) has been satisfied.

(f) WonderFi shall have received a certificate of an officer of each of Coinsquare and Coinsmart certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the Coinsquare Board and Coinsmart Board, respectively, authorizing the execution, delivery and performance of this Agreement and the other transaction documents related thereto to which Coinsquare and Coinsmart is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(g) WonderFi shall have received a certificate of an executive officer of each of Coinsquare and Coinsmart certifying the names and signatures of their respective officers authorized to sign this Agreement and the other documents to be delivered hereunder.
(h) Each of Coinsquare and Coinsmart shall have delivered to WonderFi a certificate of good standing or compliance (or its equivalent) for (i) Coinsquare and the Coinsquare Material Subsidiaries, and (ii) Coinsmart and the Coinsmart Material Subsidiaries, respectively, from the applicable Governmental Authority of the jurisdiction under the Applicable Laws in which each such Person is incorporated.
(i) As at the Effective Date, Coinsquare Capital Markets Ltd. shall be in good standing with all applicable IIROC requirements, including that it shall have the minimum risk adjusted capital levels required under IIROC rules.
(j) Each of Coinsquare and Coinsmart shall have delivered evidence, in form and substance satisfactory to WonderFi, acting reasonably, of the exercise, settlement, or cancellation, as applicable, of all Coinsquare Options, Coinsmart Options, and Coinsmart RSUs, all in accordance with Section 2.06.

Section 9.03 Conditions to Obligations of Coinsquare

The obligations of Coinsquare to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Coinsquare’s waiver, at or before the Effective Time, of each of the following conditions:

(a) Other than the representations and warranties of (i) WonderFi set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.22 of Schedule IV, and (ii) Coinsmart set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04, and Section 6.21 of Schedule VI, the representations and warranties of WonderFi and Coinsmart set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof
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and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) WonderFi set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.22 of Schedule IV, and (ii) Coinsmart set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04, and Section 6.21 of Schedule VI, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Each of WonderFi and Coinsmart shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are qualified by materiality, each of WonderFi and Coinsmart shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) All approvals, consents and waivers that are listed in Section 4.04 of the WonderFi Disclosure Letter and in Section 6.04 of the Coinsmart Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to Coinsquare, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to WonderFi or Coinsmart, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to WonderFi or Coinsmart.
(e) Coinsquare shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) WonderFi, that each of the conditions set forth in Section 9.03(a) and Section 9.03(b) has been satisfied and (i) Coinsmart, that each of the conditions set forth in Section 9.03(a) and Section 9.03(b) has been satisfied.
(f) Coinsquare shall have received a certificate of an officer of each of WonderFi and Coinsmart certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of WonderFi and Coinsmart, respectively, authorizing the execution, delivery and performance of this Agreement and the other transaction documents related thereto to which WonderFi and Coinsmart is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(g) Coinsquare shall have received a certificate of an executive officer of each of WonderFi and Coinsmart certifying the names and signatures of their respective
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officers authorized to sign this Agreement and the other documents to be delivered hereunder.

(h) Each of WonderFi and Coinsmart shall have delivered to Coinsquare a certificate of good standing or compliance (or its equivalent) for (i) WonderFi and the WonderFi Material Subsidiaries, and (ii) Coinsmart and the Coinsmart Material Subsidiaries, respectively, from the applicable Governmental Authority of the jurisdiction under the Applicable Laws in which each such Person is incorporated.
(i) WonderFi shall have taken reasonable steps to satisfy the covenants set forth in Section 8.15(a).
(j) WonderFi shall have delivered evidence, in form and substance satisfactory to Coinsquare, acting reasonably, that it has issued the New WonderFi Options set forth in Schedule G to the former holders of Coinsquare Options listed therein in accordance with Section 2.06(5).

Section 9.04 Conditions to Obligations of Coinsmart

The obligations of Coinsmart to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Coinsquare’s waiver, at or before the Effective Time, of each of the following conditions:

(a) Other than the representations and warranties of (i) WonderFi set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.22 of Schedule IV, and (ii) Coinsquare set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04, and Section 5.21 of Schedule V, the representations and warranties of WonderFi and Coinsquare set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.22 of Schedule IV, and (ii) Coinsquare set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04, and Section 5.21 of Schedule V, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Each of WonderFi and Coinsquare shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are
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qualified by materiality, each of WonderFi and Coinsquare shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

(c) All approvals, consents and waivers that are listed in Section 4.04 of the WonderFi Disclosure Letter and in Section 5.04 of the Coinsquare Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to Coinsquare, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to WonderFi or Coinsquare, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to WonderFi or Coinsquare.
(e) Coinsmart shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) WonderFi, that each of the conditions set forth in Section 9.04(a) and Section 9.04(b) has been satisfied and (i) Coinsquare, that each of the conditions set forth in Section 9.04(a) and Section 9.04(b) has been satisfied.
(f) Coinsmart shall have received a certificate of an officer of each of WonderFi and Coinsquare certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of WonderFi and Coinsquare, respectively, authorizing the execution, delivery and performance of this Agreement and the other transaction documents related thereto to which WonderFi and Coinsquare is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(g) Coinsmart shall have received a certificate of an executive officer of each of WonderFi and Coinsquare certifying the names and signatures of their respective officers authorized to sign this Agreement and the other documents to be delivered hereunder.
(h) Each of WonderFi and Coinsquare shall have delivered to Coinsmart a certificate of good standing or compliance (or its equivalent) for (i) WonderFi and the WonderFi Material Subsidiaries, and (ii) Coinsquare and the Coinsquare Material Subsidiaries, respectively, from the applicable Governmental Authority of the jurisdiction under the Applicable Laws in which each such Person is incorporated.
(i) As at the Effective Date, Coinsquare Capital Markets Ltd. shall be in good standing with all applicable IIROC requirements, including that it shall have the minimum risk adjusted capital levels required under IIROC rules.
(j) WonderFi shall have taken reasonable steps to satisfy the covenants set forth in Section 8.15(a).
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(k) WonderFi shall have delivered evidence, in form and substance satisfactory to Coinsmart, acting reasonably, that it has issued the New WonderFi Options set forth in Schedule G to the former holders of Coinsmart Options listed therein in accordance with Section 2.06(5).
(l) WonderFi shall have delivered a replacement certificate to the holders of the Coinsmart Warrants identified on Schedule G evidencing WonderFi’s assumption of Coinsmart’s obligations in respect of the Coinsmart Warrants in accordance with Section 2.06(3) against delivery to WonderFi and cancellation of the former original certificates representing such Coinsmart Warrants.

Section 9.05 Frustration of Conditions

No Party may rely on the failure of any condition set forth in Section 9.01, Section 9.02, Section 9.03, or Section 9.04, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement.

ARTICLE X TERMINATION

Section 10.01 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 10.02 Termination

(a) This Agreement may be terminated at any time prior to the Effective Time (notwithstanding the approval of any or all of the Transaction Resolutions):
(i) by mutual written agreement of the Parties;
(ii) by any Party if:
- (A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 10.02(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been a primary cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date; or
- (B) after the date hereof, there shall be enacted or made any Applicable Laws or Governmental Order that remains in effect and that makes consummation of the Transaction illegal or otherwise prohibits or enjoins any Party from consummating the Transaction and such Applicable Laws, Governmental Order or enjoinment shall have become final and non-appealable; provided that a Party may not terminate this Agreement pursuant to this Section 10.02(a)(ii)(B) if
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the enactment or making of such Applicable Laws or Governmental Order was primarily caused by, or is a result of, the failure of such Party to perform any of its obligations or a breach by such Party of any of its representations and warranties under this Agreement; or

(C) any one of the WonderFi Resolution, Coinsquare Arrangement Resolution or Coinsmart Arrangement Resolution is not approved by, as applicable, the WonderFi Shareholders at the WonderFi Meeting or the Coinsquare Shareholders at the Coinsquare Meeting or the Coinsmart Shareholders at the Coinsmart Meeting, except that the right to terminate this Agreement under this Section 10.02(a)(ii)(C) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been a primary cause of, or resulted in, the failure to receive such approval of the WonderFi Resolution, Coinsquare Arrangement Resolution or Coinsmart Arrangement Resolution, as applicable.
(iii) by WonderFi, if:
(A) prior to the approval of all of the Transaction Resolutions, (A) a Coinsquare Change in Recommendation occurs, (B) the Coinsquare Board authorizes Coinsquare to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a Coinsquare Superior Proposal in accordance with Section 8.08, or (C) Coinsquare shall have breached Section 8.08 in any material respect; or
(B) prior to the approval of all of the Transaction Resolutions, (A) a Coinsmart Change in Recommendation occurs, (B) Coinsmart Board authorizes Coinsmart to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.10(e)) with respect to a Coinsquare Superior Proposal in accordance with Section 8.10, or (C) Coinsmart shall have breached Section 8.10 in any material respect; or
(C) prior to the approval of the WonderFi Resolution at the WonderFi Meeting, the WonderFi Board authorizes WonderFi to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a WonderFi Superior Proposal in accordance with Section 8.09; or
(D) a Material Adverse Effect has occurred in respect of either Coinsquare or Coinsmart, that is incapable of being cured on or prior to the Outside Date; or
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(E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either Coinsquare or Coinsmart set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by Coinsquare or Coinsmart, as applicable, on or prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by WonderFi to Coinsquare or Coinsmart, as applicable, of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.02(a) or Section 9.02(b) not to be satisfied; provided that WonderFi is not then in breach of this Agreement or has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.03(a), Section 9.03(b), Section 9.04(a) or Section 9.04(b) not to be satisfied.
(iv) by Coinsquare, if:
(A) prior to the approval of all of the Transaction Resolutions, (A) a WonderFi Change in Recommendation occurs, (B) the WonderFi Board authorizes WonderFi to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a WonderFi Superior Proposal in accordance with Section 8.09, or (C) WonderFi shall have breached Section 8.09 in any material respect; or
(B) prior to the approval of all of the Transaction Resolutions, (A) a Coinsmart Change in Recommendation occurs, (B) Coinsmart Board authorizes Coinsmart to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.10(e)) with respect to a Coinsquare Superior Proposal in accordance with Section 8.10, or (C) Coinsmart shall have breached Section 8.10 in any material respect; or
(C) prior to the approval of the Coinsquare Arrangement Resolution at the Coinsquare Meeting, the Coinsquare Board authorizes Coinsquare to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a Coinsquare Superior Proposal in accordance with Section 8.08; or
(D) a Material Adverse Effect has occurred in respect of either WonderFi or Coinsmart, that is incapable of being cured on or prior to the Outside Date; or
(E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either WonderFi or Coinsmart
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set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by WonderFi or Coinsmart, as applicable, prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by Coinsquare to WonderFi and Coinsmart of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.03(a) or Section 9.03(b) not to be satisfied; provided that Coinsquare is not then in breach of this Agreement or has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.02(a), Section 9.02(b), Section 9.04(a) or Section 9.04(b) not to be satisfied.

(v) by Coinsmart, if:
(A) prior to the approval of all of the Transaction Resolutions, (A) a WonderFi Change in Recommendation occurs, (B) the WonderFi Board authorizes WonderFi to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a WonderFi Superior Proposal in accordance with Section 8.09, or (C) WonderFi shall have breached Section 8.09 in any material respect; or
(B) prior to the approval of all of the Transaction Resolutions, (A) a Coinsquare Change in Recommendation occurs, (B) the Coinsquare Board authorizes Coinsquare to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a Coinsquare Superior Proposal in accordance with Section 8.08, or (C) Coinsquare shall have breached Section 8.08 in any material respect; or
(C) prior to the approval of the Coinsmart Arrangement Resolution at the Coinsmart Meeting, the Coinsmart Board authorizes Coinsmart to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.10(e)) with respect to a Coinsmart Superior Proposal in accordance with Section 8.10; or
(D) a Material Adverse Effect has occurred in respect of either of WonderFi or Coinsquare, that is incapable of being cured on or prior to the Outside Date; or
(E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either WonderFi or Coinquare set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by WonderFi or
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Coinsquare, as applicable, prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by Coinsmart to WonderFi and Coinsquare of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.04(a) or Section 9.04(b) not to be satisfied; provided that Coinsmart is not then in breach of this Agreement or has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.02(a), Section 9.02(b), Section 9.03(a) or Section 9.03(b) not to be satisfied.

(b) The Party desiring to terminate this Agreement pursuant to this Section 10.02 (other than pursuant to Section 10.02(a)(i)) shall give written notice of such termination to the other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination right.
(c) If this Agreement is terminated pursuant to Section 10.01 or Section 10.02 this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or Representative of such Party) to any other Party hereto, except that: (i) in the event of termination under Section 10.01 as a result of the Closing, occurring, the provisions of this Section 10.02(c), Article VII, Article XI and all related definitions set forth in Section 1.01 and the provisions of the Confidentiality Agreement shall survive; (ii) in the event of termination under Section 10.02, the provisions of this Section 10.02, Section 10.03 and Article XI and all related definitions set forth in Section 1.01 and the provisions of the Confidentiality Agreement shall survive; and, in either case, no Party shall be relieved or released from any liabilities or damages arising out of fraud, criminal acts, or willful breach of any provision of this Agreement.

Section 10.03 Expense Reimbursement and Termination Fee

(a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Transaction shall be paid by the Party incurring such fees, costs or expenses.
(b) For the purposes of this Agreement, “ Coinsquare Termination Fee Event ” means the termination of this Agreement:
(i) by Coinsquare pursuant to Section 10.02(a)(iv)(C) [Definitive agreement for Superior Proposal] ;
(ii) by either WonderFi or Coinsmart pursuant to Section 10.02(a)(iii)(A) or Section 10.02(a)(v)(B) [Coinsquare Change in Recommendation] ; or
(iii) by any Party pursuant to Section 10.02(a)(ii)(C) [Failure to Obtain Coinsquare Shareholder Approval] , (A) following a Coinsquare Change in Recommendation, or (B) if Coinsquare shall have breached Section 8.08; or
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(iv) by any Party pursuant to Section 10.02(a)(ii)(A) [Effective Time Not Occurring Prior to the Outside Date] or Section 10.02(a)(ii)(C) [Failure to Obtain Coinsquare Shareholder Approval] , or by WonderFi or Coinsmart pursuant to Section 10.02(a)(iii)(E) or Section 10.02(a)(v)(E) [Breach of Representations, Warranties or Covenants] , but only if, upon such termination event, (x) prior to the date of termination, a bona fide written Coinsquare Acquisition Proposal shall have been made or publicly announced or otherwise publicly disclosed by any Person (other than WonderFi and Coinsmart, any Affiliates thereof, acting jointly, or any Representative acting on behalf of WonderFi and Coinsmart or any Affiliates thereof acting jointly) (and, if the Coinsquare Meeting is held, such Coinsquare Acquisition Proposal has not expired or been withdrawn at least two Business Days prior to the date of the Coinsquare Meeting; and (y) within 12 months following the date of such termination, (A) a Coinsquare Acquisition Proposal (whether or not such Coinsquare Acquisition Proposal is the same Coinsquare Acquisition Proposal referred to in paragraph (x) above) shall have been consummated or effected, or (B) Coinsquare or its Subsidiaries enter into a definitive agreement in respect of a Coinsquare Acquisition Proposal (whether or not such Coinsquare Acquisition Proposal is the same Coinsquare Acquisition Proposal referred to in paragraph (x) above), which Coinsquare Acquisition Proposal is consummated or effected (whether or not within such 12 month period); provided that for purposes of this Section 10.03(b)(iv), the term “Coinsquare Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.01 except that references to “20% or more” therein shall be deemed to be references to “50% or more”.
(c) If a Coinsquare Termination Fee Event occurs, Coinsquare shall pay the Termination Fee to each of WonderFi and Coinsmart in consideration for the disposition by WonderFi and Coinsmart of their respective rights under this Agreement, by wire transfer of immediately available funds, as follows:
(i) if the Termination Fee is payable pursuant to Section 10.03(b)(i), the Termination Fee shall be payable concurrently with such Coinsquare Termination Fee Event;
(ii) if the Termination Fee is payable pursuant to Section 10.03(b)(ii), the Termination Fee shall be payable within two Business Days following such Coinsquare Termination Fee Event; or
(iii) if the Termination Fee is payable pursuant to Section 10.03(b)(iii), the Termination Fee shall be payable concurrently with such Coinsquare Termination Fee Event if resulting from the termination of this Agreement by Coinsquare and within two Business Days following such Coinsquare Termination Fee Event if resulting from the termination of this Agreement by WonderFi or Coinsmart;
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(iv) if the Termination Fee is payable pursuant to Section 10.03(b)(iv), the Termination Fee shall be payable concurrently upon entry into the definitive agreement or consummation/closing of such Coinsquare Acquisition Proposal referred to therein.
(d) For the purposes of this Agreement, “ WonderFi Termination Fee Event ” means the termination of this Agreement:
(i) by WonderFi pursuant to Section 10.02(a)(iii)(C) [Definitive agreement for Superior Proposal] ;
(ii) by either Coinsquare or Coinsmart pursuant to Section 10.02(a)(iv)(A) or Section 10.02(a)(v)(A) [ WonderFi Change in Recommendation]
(iii) by any Party pursuant to Section 10.02(a)(ii)(C) [Failure to Obtain WonderFi Shareholder Approval] , (A) following a WonderFi Change in Recommendation, or (B) if WonderFi shall have breached Section 8.09; or
(iv) by any Party pursuant to Section 10.02(a)(ii)(A) [Effective Time Not Occurring Prior to the Outside Date] , or by Coinsquare or Coinsmart pursuant to Section 10.02(a)(iv)(E) or Section 10.02(a)(v)(E) [Breach of Representations, Warranties or Covenants] , but only if, upon such termination event, (x) prior to the date of termination, a bona fide written WonderFi Acquisition Proposal shall have been made or publicly announced or otherwise publicly disclosed by any Person (other than Coinsquare and Coinsmart, any Affiliates thereof, acting jointly, or any Representative acting on behalf of Coinsquare and Coinsmart or any Affiliates thereof acting jointly) (and, if the WonderFi Meeting is held, such WonderFi Acquisition Proposal has not expired or been withdrawn at least two Business Days prior to the date of the WonderFi Meeting; and (y) within 12 months following the date of such termination, (A) a WonderFi Acquisition Proposal (whether or not such WonderFi Acquisition Proposal is the same WonderFi Acquisition Proposal referred to in paragraph (x) above) shall have been consummated or effected, or (B) WonderFi or its Subsidiaries enter into a definitive agreement in respect of a WonderFi Acquisition Proposal (whether or not such WonderFi Acquisition Proposal is the same WonderFi Acquisition Proposal referred to in paragraph (x) above), which WonderFi Acquisition Proposal is consummated or effected (whether or not within such 12 month period); provided that for purposes of this Section 10.03(d)(iv), the term “WonderFi Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.01 except that references to “20% or more” therein shall be deemed to be references to “50% or more”.
(e) If a WonderFi Termination Fee Event occurs, WonderFi shall pay the Termination Fee to each of Coinsquare and Coinsmart in consideration for the disposition by Coinsquare and Coinsmart of their respective rights under this Agreement, by wire transfer of immediately available funds, as follows:
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(i) if the Termination Fee is payable pursuant to Section 10.03(d)(i), the Termination Fee shall be payable concurrently with such WonderFi Termination Fee Event;
(ii) if the Termination Fee is payable pursuant to Section 10.03(d)(ii), the Termination Fee shall be payable within two Business Days following such WonderFi Termination Fee Event; or
(iii) if the Termination Fee is payable pursuant to Section 10.03(d)(iii), the Termination Fee shall be payable concurrently with such WonderFi Termination Fee Event if resulting from the termination of this Agreement by WonderFi and within two Business Days following such WonderFi Termination Fee Event if resulting from the termination of this Agreement by Coinsquare or Coinsmart;
(iv) if the Termination Fee is payable pursuant to Section 10.03(d)(iv), the Termination Fee shall be payable concurrently upon entry into the definitive agreement or consummation/closing of such WonderFi Acquisition Proposal referred to therein.
(f) For the purposes of this Agreement, “ Coinsmart Termination Fee Event ” means the termination of this Agreement:
(i) by Coinsmart pursuant to Section 10.02(a)(iv)(C) [Definitive agreement for Superior Proposal] ;
(ii) by either WonderFi or Coinsquare pursuant to Section 10.02(a)(iii)(A) or Section 10.02(a)(iv)(B) [Coinsmart Change in Recommendation] ; or
(iii) by any Party pursuant to Section 10.02(a)(ii)(C) [Failure to Obtain Coinsmart Shareholder Approval] , (A) following a Coinsmart Change in Recommendation, or (B) if Coinsmart shall have breached Section 8.10; or
(iv) by any Party pursuant to Section 10.02(a)(ii)(A) [Effective Time Not Occurring Prior to the Outside Date] or Section 10.02(a)(ii)(C) [Failure to Obtain Coinsmart Shareholder Approval] , or by WonderFi or Coinsquare pursuant to Section 10.02(a)(iii)(E) or Section 10.02(a)(iv)(E) [Breach of Representations, Warranties or Covenants] , but only if, upon such termination event, (x) prior to the date of termination, a bona fide written Coinsmart Acquisition Proposal shall have been made or publicly announced or otherwise publicly disclosed by any Person (other than WonderFi and Coinsquare, any Affiliates thereof, acting jointly, or any Representative acting on behalf of WonderFi and Coinsquare or any Affiliates thereof acting jointly) (and, if the Coinsmart Meeting is held, such Coinsmart Acquisition Proposal has not expired or been withdrawn at least two Business Days prior to the date of the Coinsmart Meeting; and (y) within 12 months following the date of such termination, (A) a Coinsmart Acquisition Proposal (whether or not such Coinsmart Acquisition Proposal is the same Coinsmart Acquisition Proposal referred to in paragraph (x)
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above) shall have been consummated or effected, or (B) Coinsmart or its Subsidiaries enter into a definitive agreement in respect of a Coinsmart Acquisition Proposal (whether or not such Coinsmart Acquisition Proposal is the same Coinsmart Acquisition Proposal referred to in paragraph (x) above), which Coinsmart Acquisition Proposal is consummated or effected (whether or not within such 12 month period); provided that for purposes of this Section 10.03(f)(iv), the term “Coinsmart Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.01 except that references to “20% or more” therein shall be deemed to be references to “50% or more”.

(g) If a Coinsmart Termination Fee Event occurs, Coinsmart shall pay the Termination Fee to each of WonderFi and Coinsmart in consideration for the disposition by WonderFi and Coinsmart of their respective rights under this Agreement, by wire transfer of immediately available funds, as follows:
(i) if the Termination Fee is payable pursuant to Section 10.03(f)(i), the Termination Fee shall be payable concurrently with such Coinsmart Termination Fee Event;
(ii) if the Termination Fee is payable pursuant to Section 10.03(f)(ii), the Termination Fee shall be payable within two Business Days following such Coinsmart Termination Fee Event; or
(iii) if the Termination Fee is payable pursuant to Section 10.03(f)(iii), the Termination Fee shall be payable concurrently with such Coinsmart Termination Fee Event if resulting from the termination of this Agreement by Coinsmart and within two Business Days following such Coinsmart Termination Fee Event if resulting from the termination of this Agreement by WonderFi or Coinsquare;
(iv) if the Termination Fee is payable pursuant to Section 10.03(b)(iv), the Termination Fee shall be payable concurrently upon entry into the definitive agreement or consummation/closing of such Coinsmart Acquisition Proposal referred to therein.
(h) In the event that this Agreement is terminated by:
(i) WonderFi pursuant to Section 10.02(a)(iii)(E) [Breach of Representations, Warranties or Covenants] and:
- (A) one other Party is in breach of its representations and warranties, or has failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iii)(E), then such Party shall pay an Expense Reimbursement to each of:
  - (1) WonderFi, in respect of expenses incurred by WonderFi and its Affiliates; and
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(2) the other Party which was not in breach of its representations and warranties or had not failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iii)(E), in respect of expenses incurred by it and its Affiliates; or
(B) if both Coinsquare and Coinsmart are in breach of their representations and warranties, or have failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iii)(E), then each of Coinsquare and Coinsmart shall pay an Expense Reimbursement to WonderFi, in respect of expenses incurred by WonderFi and its Affiliates,

in each case, for expenses made in connection with this Agreement and the transactions contemplated hereby, by wire transfer of immediately available funds, without need for supporting documentation, within two Business Days following such termination (and any Expense Reimbursement paid to a Party pursuant to this Section 10.03(h)(i) shall be credited against any Termination Fee subsequently payable by Coinsquare or Coinsmart, as applicable, to such Party).

(ii) Coinsquare pursuant to Section 10.02(a)(iv)(E) [Breach of Representations, Warranties or Covenants] and:
(A) one other Party is in breach of its representations and warranties, or has failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iv)(E), then such Party shall pay an Expense Reimbursement to each of:
- (1) Coinsquare, in respect of expenses incurred by Coinsquare and its Affiliates; and
- (2) the other Party which was not in breach of its representations and warranties or had not failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iv)(E), in respect of expenses incurred by it and its Affiliates; or
(B) if both WonderFi and Coinsmart are in breach of their representations and warranties, or have failed to perform any covenant or agreement as contemplated in Section 10.02(a)(iv)(E), then each of WonderFi and Coinsmart shall pay an Expense Reimbursement to Coinsquare, in respect of expenses incurred by Coinsquare and its Affiliates,

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Termination Fee subsequently payable by WonderFi or Coinsmart, as applicable, to such Party).

(iii) Coinsmart pursuant to Section 10.02(a)(v)(E) [Breach of Representations, Warranties or Covenants] and:
(A) one other Party is in breach of its representations and warranties, or has failed to perform any covenant or agreement as contemplated in Section 10.02(a)(v)(E), then such Party shall pay an Expense Reimbursement to each of:
- (1) Coinsmart, in respect of expenses incurred by Coinsmart and its Affiliates; and
- (2) the other Party which was not in breach of its representations and warranties or had not failed to perform any covenant or agreement as contemplated in Section 10.02(a)(v)(E), in respect of expenses incurred by it and its Affiliates; or
(B) if both WonderFi and Coinsquare are in breach of their representations and warranties, or have failed to perform any covenant or agreement as contemplated in Section 10.02(a)(v)(E), then each of WonderFi and Coinsquare shall pay an Expense Reimbursement to Coinsmart, in respect of expenses incurred by Coinsmart and its Affiliates,

in each case, for expenses made in connection with this Agreement and the transactions contemplated hereby, by wire transfer of immediately available funds, without need for supporting documentation, within two Business Days following such termination (and any Expense Reimbursement paid to a Party pursuant to this Section 10.03(h)(iii) shall be credited against any Termination Fee subsequently payable by WonderFi or Coinsquare, as applicable, to such Party).

(i) The Parties acknowledge that all of the payment amounts set out in this Section 10.03 are payments of liquidated damages (in the case of the Termination Fee, in consideration for the loss of the Party paying such Termination Fee’s rights under this Agreement) which are a genuine pre-estimate of the damages which the other Parties entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination this Agreement under circumstances where (i) a Party is entitled to a Termination Fee and such Termination Fee is paid in full, such Party shall be precluded from any other remedy against the other Parties at law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Parties or their respective Subsidiaries or any of their
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respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby, or (ii) a Party is entitled to an Expense Reimbursement and such Expense Reimbursement is paid in full, such Party shall be precluded from any other remedy against the other Parties at law or in equity or otherwise (including an order for specific performance) in respect of fees, costs and expenses incurred by such Party in connection with this Agreement and the Transaction, and shall not seek to obtain any recovery, judgment, or damages of any kind in respect of such all fees, costs and expenses incurred in connection with this Agreement and the Transaction against the other Parties or any of their respective Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective representatives; provided that the foregoing limitation shall not apply in the event of fraud or wilful breach of this Agreement by a Party.

Section 10.04 Amendment

This Agreement and each of the Coinsquare Plan of Arrangement and Coinsmart Plan of Arrangement may, at any time and from time to time before or after the holding of the WonderFi Meeting, Coinsquare Meeting, or Coinsmart Meeting, whichever occurs the earliest, but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Orders and the Final Orders and Applicable Laws, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify any mutual conditions precedent herein contained.

ARTICLE XI MISCELLANEOUS

Section 11.01 Expenses

Except as otherwise expressly provided herein, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Effective Time shall have occurred. Notwithstanding the foregoing, the Parties acknowledge and agree that all fees and disbursements of U.S. legal counsel engaged by WonderFi in respect of the Transaction shall be borne equally by the Parties.

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Section 11.02 Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

If to WonderFi:

[Redacted - Confidential contact information for individuals]

==> picture [150 x 58] intentionally omitted <==

with a copy to:

[Redacted - Confidential contact information for individuals]

==> picture [172 x 57] intentionally omitted <==

If to Coinsquare:

[Redacted - Confidential contact information for individuals]

with a copy to:

[Redacted - Confidential contact information for individuals]

==> picture [320 x 59] intentionally omitted <==

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If to Coinsmart:

[Redacted - Confidential contact information for individuals]

==> picture [181 x 72] intentionally omitted <==

with a copy to:

[Redacted - Confidential contact information for individuals]

==> picture [170 x 59] intentionally omitted <==

Section 11.03 Interpretation

For purposes of this Agreement: (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Disclosure Letters mean the Articles and Sections of, and Disclosure Letters attached to or referred to in, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Disclosure Letters referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with IFRS, unless otherwise provided. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted.

Section 11.04 Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.05 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this

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Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 11.06 Entire Agreement

This Agreement and the Confidentiality Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the Confidentiality Agreement, the Schedules and Disclosure Letters (other than an exception expressly set forth as such in the Disclosure Letters), the statements in the body of this Agreement will control.

Section 11.07 Successors and Assigns

This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 11.08 Third-Party Beneficiaries

The provisions of Section 1.02 are intended for the benefit of the Releasees and each Party shall hold the rights and benefits of Section 1.02 in trust for and on behalf of their respective Releasees and each Party hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of their respective Releasees.

The provisions of Section 8.07 are: (i) intended for the benefit of all present and former directors and officers of each Party and its respective Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives (collectively, the “Insured Beneficiaries”) and each Party shall hold the rights and benefits of Section 8.07 in trust for and on behalf of their respective Insured Beneficiaries and each Party hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of their respecitve Insured Beneficiaries; and (ii) in addition to, and not in substitution for, any other rights that the Insured Beneficiaries may have by contract or otherwise.

Except as provided in this Section 11.08, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Section 11.09 Amendment and Modification; Waiver

(a) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in
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exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(b) Without limiting the generality of Section 11.09(a), if the Effective Date has not occurred by the Outside Date as a result of the failure to satisfy the condition set forth in Section 9.01(a) in respect of any Required Approvals, then any two or more Parties may elect by notice in writing delivered to the other Parties by no later than 5:00 p.m. (Toronto time) on a date that is on or prior to the Outside Date or, in the case of subsequent extensions, the date that is on or prior to the Outside Date, as previously extended, to amend the definition of Outside Date from time to time to extend the Outside Date by 30 days, provided that in aggregate, including any other extensions permitted by this Agreement, such extensions shall not exceed 90 days from the Initial Outside Date.

Section 11.10 Governing Law; Forum Selection; Choice of Language

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Any Action arising out of or based upon this Agreement or the transactions contemplated hereby or thereby may be brought in the courts of the Province of Ontario, and each Party irrevocably submits and agrees to attorn to the nonexclusive jurisdiction of that court in any such Action. The Parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.

Section 11.11 Specific Performance

The Parties agree that irreparable damage would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

Section 11.12 No Liability

No director or officer of a Party shall have any personal liability whatsoever to the other Parties under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of such Party.

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Section 11.13 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

WONDERFI TECHNOLOGIES INC.

Per: (signed) "Dean Skurka" Name: Dean Skurka Title: Chief Executive Officer

COINSQUARE LTD.

Per: (signed) "Martin Piszel" Name: Martin Piszel Title: Chief Executive Officer

COINSMART FINANCIAL INC.

Per: (signed) "Justin Hartzman" Name: Justin Hartzman Title: Chief Executive Officer

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SCHEDULE A WONDERFI RESOLUTION

BE IT RESOLVED THAT:

The issuance by Wonderfi Technologies Inc. ( “ WonderFi ”) of such number of common shares in the capital of WonderFi as shall be necessary pursuant to the terms of that certain business combination agreement between WonderFi, Coinsmart Financial Inc. and Coinsquare Ltd. dated as of April 2, 2023, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (the “ Business Combination Agreement ”) and the Coinsmart Plan of Arrangement and Coinsquare Plan of Arrangement (as such capitalized terms are defined in the Business Combination Agreement), is hereby authorized and approved.
Any one director or officer of WonderFi be and is hereby authorized and directed for and on behalf of WonderFi to execute or cause to be executed and to deliver or cause to be delivered, under the corporate seal of WonderFi or otherwise, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, the Business Combination Agreement and the completion of the Transaction (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement and the matters authorized thereby, including:
(a) all actions required to be taken by or on behalf of WonderFi, and all necessary filings and obtaining the necessary approvals, consents and acceptances of the appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Business Combination Agreement or otherwise to be entered into by WonderFi,

such determination, in each case, to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

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SCHEDULE B COINSQUARE ARRANGEMENT RESOLUTION

The text of the Coinsquare Arrangement Resolution which the Coinsquare Shareholders will be asked to pass at the Coinsquare Meeting is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “ Coinsquare Arrangement ”) under section 192 of the Canada Business Corporations Act involving Coinsquare Ltd. (“ Coinsquare ”) and WonderFi Technologies Inc. (“ WonderFi ”) and securityholders of Coinsquare, all as more particularly described and set forth in the joint management information circular (the “ Circular ”) of Coinsquare, WonderFi and Coinsmart Financial Inc. (“ Coinsmart ”) accompanying the notice of this meeting (as the Coinsquare Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
the business combination agreement (the “ BCA ”) between Coinsquare, WonderFi and Coinsmart dated April 2, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of Coinsquare in approving the Coinsquare Arrangement and the actions of the directors and officers of Coinsquare in executing and delivering the BCA and any amendments thereto are hereby ratified, authorized and approved;
the plan of arrangement (the “ Coinsquare Plan of Arrangement ”) of Coinsquare implementing the Coinsquare Arrangement, the full text of which is set out in Schedule D to the BCA (as the Coinsquare Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
notwithstanding that this resolution has been passed (and the Coinsquare Arrangement approved) by the shareholders of Coinsquare or that the Coinsquare Arrangement has been approved by the Supreme Court of British Columbia, the directors of Coinsquare are hereby authorized and empowered, without further notice to, or approval of, the shareholders and securityholders of Coinsquare to:
(a) amend the BCA or the Coinsquare Plan of Arrangement to the extent permitted by the BCA or the Coinsquare Plan of Arrangement; or
(b) subject to the terms of the BCA, not proceed with the Coinsquare Arrangement;
any director or officer of Coinsquare is hereby authorized and directed for and on behalf of Coinsquare to execute, whether under corporate seal of Coinsquare or otherwise, and to deliver such other documents as are necessary or desirable in accordance with the BCA for filing; and
any one or more directors or officers of Coinsquare is hereby authorized, for and on behalf and in the name of Coinsquare, to execute and deliver, whether under corporate seal of Coinsquare or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such

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other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the BCA and the completion of the Coinsquare Plan of Arrangement in accordance with the terms of the BCA, including:

(a) all actions required to be taken by or on behalf of Coinsquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the BCA or otherwise to be entered into by Coinsquare;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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SCHEDULE C COINSMART ARRANGEMENT RESOLUTION

The text of the Coinsmart Arrangement Resolution which the Coinsmart Shareholders will be asked to pass at the Coinsmart Meeting is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “ Coinsmart Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) involving Coinsmart Financial Inc. (“ Coinsmart ”) and WonderFi Technologies Inc. (“ WonderFi ”) and securityholders of Coinsmart, all as more particularly described and set forth in the joint management information circular (the “ Circular ”) of Coinsmart, WonderFi and Coinsquare Ltd. (“ Coinsquare ”) accompanying the notice of this meeting (as the Coinsmart Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
the business combination agreement (the “ BCA ”) between Coinsmart, WonderFi and Coinsquare dated April 2, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of Coinsmart in approving the Coinsmart Arrangement and the actions of the directors and officers of Coinsmart in executing and delivering the BCA and any amendments thereto are hereby ratified, authorized and approved;
the plan of arrangement (the “ Coinsmart Plan of Arrangement ”) of Coinsmart implementing the Coinsmart Arrangement, the full text of which is set out in Schedule E to the BCA (as the Coinsmart Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
notwithstanding that this resolution has been passed (and the Coinsmart Arrangement approved) by the shareholders of Coinsmart or that the Coinsmart Arrangement has been approved by the Supreme Court of British Columbia, the directors of Coinsmart are hereby authorized and empowered, without further notice to, or approval of, the shareholders and securityholders of Coinsmart to:
(a) amend the BCA or the Coinsmart Plan of Arrangement to the extent permitted by the BCA or the Coinsmart Plan of Arrangement; or
(b) subject to the terms of the BCA, not proceed with the Coinsmart Arrangement;
any director or officer of Coinsmart is hereby authorized and directed for and on behalf of Coinsmart to execute, whether under corporate seal of Coinsmart or otherwise, and to deliver such other documents as are necessary or desirable in accordance with the BCA for filing; and
any one or more directors or officers of Coinsmart is hereby authorized, for and on behalf and in the name of Coinsmart, to execute and deliver, whether under corporate seal of Coinsmart or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary,

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desirable or useful for the purpose of giving effect to these resolutions, the BCA and the completion of the Coinsmart Plan of Arrangement in accordance with the terms of the BCA, including:

(a) all actions required to be taken by or on behalf of Coinsmart, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the BCA or otherwise to be entered into by Coinsmart;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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SCHEDULE D COINSQUARE PLAN OF ARRANGEMENT

[Attached.]

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SCHEDULE D

COINSQUARE PLAN OF ARRANGEMENT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

“ affiliate ” shall have the meaning ascribed thereto in the Securities Act (Ontario);

“ Applicable Laws ” has the meaning given to it in the Business Combination Agreement;

“ Arrangement ” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.04 of the Business Combination Agreement or Section 6.1 hereof or at the direction of the Court in the Final Order with the prior written consent of the Company, Coinsmart, and WonderFi, each acting reasonably;

“ Arrangement Resolution ” means the special resolution of the Company Shareholders and the ordinary resolution of the Disinterested Company Shareholders approving the Arrangement to be considered at the Company Meeting, substantially in the form and content of Schedule B of the Business Combination Agreement;

“ Business Combination Agreement ” means the business combination agreement dated April 2, 2023 between WonderFi, Coinsmart, and the Company, together with the disclosure letters referenced therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario;

“ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C-44, as amended;

“ Coinsmart ” means Coinsmart Financial Inc., a corporation existing under the laws of the Province of British Columbia;

“ Company ” means Coinsquare Ltd., a corporation existing under the federal laws of Canada;

“ Company Incentive Plan ” means the fourth amended and restated share option plan of Coinsquare, effective April 12, 2022;

“ Company Meeting ” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination

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Agreement, to be called and held in accordance with the Business Combination Agreement and the Interim Order for the Company to consider the Arrangement Resolution;

“ Company Options ” means the outstanding options to purchase Company Shares granted under the Company Incentive Plan or otherwise;

“ Company Optionholder ” means a holder of Company Options;

“ Company Securityholders ” means the holders of outstanding Company Shares and Company Options.

“ Company Shareholder ” means a holder of Company Shares;

“ Company Shares ” means the common shares of the Company, as currently constituted;

“ Consideration ” means the consideration to be received by the Company Shareholders (other than Dissenting Shareholders or WonderFi to the extent it is a Company Shareholder) pursuant to this Plan of Arrangement as consideration for the exchange of Company Shares for WonderFi Shares in accordance with the terms hereof and distributed to such Company Shareholders proportionate to their respective ownership interests in the Company Shares as at the Effective Time, consisting of 6.946745 WonderFi Shares in exchange for each Company Share, with certain Consideration Shares issuable thereunder being subject to the Escrow Conditions;

“ Consideration Shares ” means the WonderFi Shares to be received by the Company Shareholders pursuant to this Plan of Arrangement;

“ Court ” means the Supreme Court of British Columbia;

“ Depositary ” means any trust company, bank or financial institution agreed to in writing by the Parties for the purpose of, among other things, exchanging certificates representing Company Shares for certificates (or direct registration statements) representing Consideration Shares in connection with the Arrangement;

“ Dissent Rights ” shall have the meaning ascribed thereto in Section 4.1 of this Plan of Arrangement;

“ Dissenting Shareholder ” means a registered holder of Company Shares who has duly and validly exercised their Dissent Rights in strict compliance with the dissent procedures set out under Part XV section 190 of the CBCA, as modified by Section 4.1, the Interim Order and the Final Order and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“ Disinterested Company Shareholders ” means the Company Shareholders excluding persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“ DRS ” shall have the meaning ascribed thereto in Section 3.2 of this Plan of Arrangement;

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“ Effective Date ” means the date upon which the Arrangement becomes effective as set out in the Business Combination Agreement;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date;

“ Eligible Holder ” means a beneficial owner of Company Shares immediately prior to the Effective Time who is (a) a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person), or (b) a partnership any member (including an indirect member through one or more other partnerships) of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person);

“ Encumbrance ” has the meaning given to it in the Business Combination Agreement;

“ Escrow Conditions ” has the meaning given to it in the Business Combination Agreement;

“ Exchange Ratio ” means, in respect of Company Shares, 6.946745 WonderFi Shares for each Company Share;

“ Final Order ” means the final order of the Court pursuant to section 192 of the CBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares and the New WonderFi Options to Company Securityholders in the United States pursuant to the Arrangement and the Business Combination Agreement, approving the Arrangement in form and substance acceptable to the Parties, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

“ final proscription date ” shall have the meaning ascribed thereto Section 5.5 of this Plan of Arrangement;

“ Former Company Shareholders ” means the holders of Company Shares immediately prior to the Effective Time;

“ Governmental Authority ” has the meaning given to it in the Business Combination Agreement;

“ Interim Order ” means the interim order of the Court pursuant to Section 192 of the CBCA, to be issued following the application therefor contemplated by Section 2.02(1) of the Business Combination Agreement and after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares and the New WonderFi Options to Company Securityholders in the United States pursuant to the Arrangement and the Business Combination Agreement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

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“ In-the-Money Amount ” means, in respect of a Company Option or New WonderFi Option, as applicable, at any time, the positive amount, if any, at that time, by which (i) the product obtained by multiplying (A) the number of Company Shares or WonderFi Shares, as applicable, underlying such option at that time by (B) the fair market value of such shares at that time, exceeds (ii) the aggregate purchase price payable at that time pursuant to such option in order to acquire the Company Shares or WonderFi Shares, as applicable underlying such option;

“ In-the-Money Option ” means a Company Option having an In-the-Money Amount;

“ New WonderFi Options ” means options to purchase WonderFi Shares having the terms and conditions set forth in Schedule G of the Business Combination Agreement.

“ Parties ” means, the Company, Coinsmart, and WonderFi, and “ Party ” means any of them;

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 10.04 of the Business Combination Agreement or Section 6.1 of this Plan of Arrangement or at the direction of the Court;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof;

“ Tax ” and “ Taxes ” have the meanings given to them in the Business Combination Agreement;

“ Tax Act ” means the Income Tax Act (Canada);

“ Tax Exempt Person ” means a person who is exempt from tax under Part I of the Tax Act;

“ Transmittal Letter ” means the letter of transmittal sent to holders of Company Shares for use in connection with the Arrangement;

“ TSX ” means the Toronto Stock Exchange;

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Securities Act ” means the United States Securities Act of 1933 ;

“ WonderFi ” means WonderFi Technologies Inc., a corporation existing under the laws of the Province of British Columbia; and

“ WonderFi Shares ” means the common shares of WonderFi.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the

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construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section, by number or letter or both refer to the Article or Section, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

Any reference in this Plan of Arrangement to a statute includes all rules and regulations made or promulgated thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Governing Laws

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8 Binding Effect

This Plan of Arrangement will become effective at the Effective Time and shall be binding upon WonderFi, Coinsmart, the Company, and the Company Securityholders.

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ARTICLE 2 BUSINESS COMBINATION AGREEMENT

2.1 Business Combination Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

(a) each Company Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to the Company and the Company shall thereupon be obliged to pay the amount therefor (using its own funds and not funds provided directly or indirectly by WonderFi) determined and payable in accordance with Article 3 hereof, and: (i) the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Shares shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
(b) each Company Share (other than a Company Share held by a Dissenting Shareholder or a Company Share held by WonderFi or any Subsidiary of WonderFi) shall be deemed to be transferred to WonderFi and, in consideration therefor, WonderFi shall issue the Consideration;
(c) each Company Option that was an In-the-Money Option on the date of the Business Combination Agreement and that is outstanding immediately prior to the Effective Time (whether vested or unvested) and that has not otherwise been exercised for Company Shares in accordance with the terms of the Company incentive Plan and terms of the Business Combination Agreement shall be cancelled and be of no further force or effect with no consideration payable therefor; and
(d) each Company Option that is not described in Section 3.1(c) shall be exchanged for a New WonderFi Option entitling the holder thereof to purchase from WonderFi, in accordance with the terms and conditions set forth in Schedule G of the Business Combination Agreement, such number of WonderFi Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of Company Shares subject to such Company Option immediately prior to the Effective Date, whereupon such Company Option shall be cancelled and be of no further force or effect with no additional consideration payable therefor. Each such New WonderFi Option shall

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have an exercise price per WonderFi Share subject to such New WonderFi Option equal to the lesser of: (i) the exercise price at that time of the Company Option in exchange for which such New WonderFi Option was issued divided by the Exchange Ratio; and (ii) the greater of: (A) the volume-weighted average closing price of the WonderFi Shares on the TSX for the five trading days immediately preceding the Effective Date; and (B) $0.30; provided, however, that it is intended that subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial tax legislation) shall apply to such exchange of Company Options for New WonderFi Options and, notwithstanding the foregoing, if and to the extent that the In-the-Money Amount, if any, of any such New WonderFi Option at the time of its issuance (prior to any adjustment pursuant to this proviso) would otherwise exceed the In-the-Money Amount, if any, of the Company Option in exchange for which such New WonderFi Option was issued immediately before such exchange, then the exercise price of such New WonderFi Option shall be increased, nunc pro tunc , as necessary so that no such excess exists at that time. If the foregoing would result in the issuance of a fraction of a WonderFi Share on any particular exercise of New WonderFi Options, then (i) the number of WonderFi Shares so issuable shall be rounded down to the nearest whole number of WonderFi Shares and (ii) the aggregate exercise price payable on any particular exercise of New WonderFi Options shall be rounded up to the nearest whole cent.

3.2 Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, WonderFi shall deliver or arrange to be delivered to the Depositary certificates or direct registration system (“ DRS ”) advice-statements representing the Consideration Shares required to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1, which certificates or DRS advice-statements shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of Article 5.
(b) Subject to the provisions of Article 5, and upon return of a properly completed Transmittal Letter by a registered Former Company Shareholder together with certificates representing Company Shares and such other documents as the Depositary may require, Former Company Shareholders shall be entitled to receive delivery of certificates or DRS advice-statements representing the Consideration Shares to which they are entitled pursuant to Section 3.1.

3.3 Consideration Shares

(a) No fractional Consideration Shares shall be issued to Former Company Shareholders. The number of Consideration Shares to be issued to Former Company Shareholders on the Effective Date shall be rounded down to the nearest whole Consideration Share, on a holder-by-holder basis, in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Consideration Share on the Effective Date. In calculating such fractional interests,

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all Consideration Shares registered in the name of or beneficially held by a Former Company Shareholder or their nominee shall be aggregated.

(b) All Consideration Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the CBCA.

3.4 Adjustment to Consideration for Dividends

With the exception of the distribution by the Company of its holdings in Mogo Inc. and FRNT Financial Inc. to the Company Shareholders (so long as such distribution does not result in adverse tax consequences to the Company (or, following completion of the Arrangement, WonderFi)), if on or following the date of the Business Combination Agreement, the Company declares, sets aside or pays any dividend or other distribution to the Company Shareholders prior to the Effective Time, the Consideration per Company Share shall be adjusted as provided for in Section 8.04 of the Business Combination Agreement.

3.5 Section 85 Election

If requested by an Eligible Holder, then WonderFi shall make one or more joint income tax elections with such Eligible Holder in respect of the disposition of its Company Shares pursuant to section 85 of the Tax Act (and in each case, where applicable, the corresponding provision of any applicable provincial income tax legislation). The agreed amount under such joint elections shall be determined by such Eligible Holder in its sole discretion within the limits set out in the Tax Act. In order to make an election, the Eligible Holder must provide the required election form containing all necessary information of which it has knowledge (including the number of Company Shares transferred, the Consideration received and the applicable elected amount for purposes of such election) on or before the day that is ninety (90) calendar days after the Effective Date. Thereafter, subject to the election forms complying with the provisions of the Tax Act (and any applicable provincial income tax law), the forms will be signed by WonderFi and returned by WonderFi to the Eligible Holder within thirty (30) days following delivery by the Eligible Holder of the election forms to WonderFi for filing with the Canada Revenue Agency (and any applicable provincial taxing authority). With the exception of the execution by WonderFi of prescribed forms for purposes of the election and of the furnishing of such information as is properly within the knowledge of WonderFi (such as its business number and registered address), compliance with the requirements for a valid election, including the selection of the appropriate elected amount for the prescribed form and the filing of the completed and executed form with the appropriate Governmental Authority, will be the sole responsibility of the Eligible Holder making the election. Provided that WonderFi fulfils its obligations to make the joint election contemplated in this Section 3.4 and furnishes such information as is properly within its knowledge, neither WonderFi nor the Company will be responsible for Taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete any such election forms or to properly file such forms within the time prescribed under the Tax Act or the corresponding provisions of any applicable provincial income tax legislation. In its sole discretion, WonderFi may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but WonderFi will have no obligation to do so.

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3.6 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, the Parties agree that the Plan of Arrangement will be carried out with the intention that all Consideration Shares and New WonderFi Options issued on completion of the Plan of Arrangement to the applicable Company Securityholders in the United States will be issued by WonderFi in reliance on the exemption from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Business Combination Agreement. Company Optionholders entitled to receive New WonderFi Options will be advised that the New WonderFi Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by WonderFi in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise of such New WonderFi Options; therefore, the underlying WonderFi Shares issuable upon the exercise of the New WonderFi Options, if any, cannot be issued in the United States in reliance upon Section 3(a)(10) Exemption and the New WonderFi Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Registered Company Shareholders (other than WonderFi, Coinsmart, and their respective affiliates, as applicable) may exercise dissent rights with respect to Company Shares held by such Dissenting Shareholders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Part XV section 190 of the CBCA, as modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution must be received by the Company at its registered office not later than 5:00 p.m. (Vancouver time) on the day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all Encumbrances, as provided in Section 3.1(a), and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Company Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Company Shares by the Company (using its own funds and not funds directly or indirectly provided by WonderFi), which fair value, notwithstanding anything to the contrary contained in Part XV section 190 of the CBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable

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under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Company Shares; or

(b) is ultimately not entitled, for any reason, to be paid fair value for such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non‐dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

4.2 Recognition of Dissenting Holders

(a) In no circumstances shall WonderFi, Coinsmart, the Company or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of the Company Shares in respect of which such Dissent Rights are purported to be exercised.
(b) For greater certainty, in no case shall WonderFi, Coinsmart, the Company or any other person be required to recognize any Dissenting Shareholder as a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the name of such Dissenting Shareholder shall be removed from the register of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions under Part XV section 190 of the CBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; (ii) any Company Shareholder who votes or has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); and (iii) any holder of any other securities of the Company exercisable for Company Shares.

ARTICLE 5 DELIVERY OF CONSIDERATION SHARES

5.1 Delivery of the Consideration Shares

Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Company Shares that were exchanged for Consideration Shares in accordance with Section 3.1, together with a duly completed Transmittal Letter and such other documents and instruments as would have been required to effect the transfer of the Company Shares formerly represented by such certificate under the CBCA and the constating documents of the Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate or DRS advice-statement representing the Consideration Shares that such holder is entitled to receive in accordance with Section 3.1, subject to the Escrow Conditions.

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After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate or DRS advice-statement representing Consideration Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1.

5.2 Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged in accordance with Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate or DRS advice-statement representing Consideration Shares that such holder is entitled to receive in accordance with Section 3.1. When authorizing such delivery of a certificate or DRS advice-statement representing Consideration Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom a certificate representing such Consideration Shares is to be delivered shall, as a condition precedent to the delivery of such Consideration Shares, give a bond satisfactory to WonderFi, the Company, Coinsmart, and the Depositary in such amount as WonderFi, the Company, Coinsmart, and the Depositary may direct, or otherwise indemnify WonderFi, the Company, Coinsmart, and the Depositary in a manner satisfactory to WonderFi, the Company, Coinsmart, and the Depositary, against any claim that may be made against WonderFi, the Company, Coinsmart, or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of the Company.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to the WonderFi Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to Applicable Laws and to Section 5.1, at the time of such compliance, there shall, in addition to the delivery of a certificate or DRS advice-statement representing Consideration Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Consideration Shares.

5.4 Withholding Rights

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Arrangement as having been paid to such Person in respect of which such deduction, withholding and remittance was made. Each of WonderFi, the Company and the Depositary is hereby authorized to sell or dispose (on behalf of the applicable Person in respect of which such deduction, withholding and remittance is to be made) of such portion of Consideration Shares payable as consideration hereunder as is necessary to provide sufficient funds to enable it to implement such deduction, withholding and remittance, and WonderFi, the Company and the Depositary, as applicable, will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

5.5 Limitation and Proscription

To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 on or before the date that is six years after the Effective Date (the “ final proscription date ”), then the Consideration Shares that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof, the certificates or DRS advice-statements representing such Consideration Shares shall be delivered to WonderFi by the Depositary and the same shall be cancelled by WonderFi, and the interest of the Former Company Shareholder in such Consideration Shares shall be terminated as of such final proscription date.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

WonderFi, Coinsmart, and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by WonderFi, Coinsmart, and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to holders or former holders of Company Shares if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting provided that each of WonderFi and Coinsmart shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of WonderFi, Coinsmart, and the Company; and (ii) if required by the Court, it is consented to by the Company Shareholders voting in the manner directed by the Court.

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ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of WonderFi, Coinsmart, and the Company will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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SCHEDULE E COINSMART PLAN OF ARRANGEMENT

[Attached.]

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SCHEDULE E

COINSMART PLAN OF ARRANGEMENT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

“ affiliate ” shall have the meaning ascribed thereto in the Securities Act (Ontario);

“ Applicable Laws ” has the meaning given to it in the Business Combination Agreement;

“ Arrangement ” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.04 of the Business Combination Agreement or Section 6.1 hereof or at the direction of the Court in the Final Order with the prior written consent of the Company, Coinsquare, and WonderFi, each acting reasonably;

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time;

“ Business Combination Agreement ” means the business combination agreement dated April 2, 2023 between WonderFi, Coinsquare, and the Company, together with the disclosure letters referenced therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario;

“ Coinsquare ” means Coinsquare Ltd., a corporation existing under the federal laws of Canada;

“ Company ” means Coinsmart Financial Inc., a corporation existing under the laws of the Province of British Columbia;

“ Company Incentive Plan ” means the omnibus long term incentive plan of the Company, effective as of November 2, 2021;

“ Company Meeting ” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination

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Agreement, to be called and held in accordance with the Business Combination Agreement and the Interim Order for the Company to consider the Arrangement Resolution;

“ Company Options ” means the outstanding options to purchase Company Shares granted under the Company Incentive Plan or otherwise;

“ Company Optionholder ” means a holder of Company Options;

“ Company RSU ” has the meaning given to “RSU” in the Company Incentive Plan.

“ Company Securityholders ” means the holders of outstanding Company Shares, Company Options and Company RSUs;

“ Company Shareholder ” means a holder of Company Shares;

“ Company Shares ” means the common shares of the Company, as currently constituted;

“ Consideration ” means the consideration to be received by the Company Shareholders (other than Dissenting Shareholders or WonderFi to the extent it is a Company Shareholder) pursuant to this Plan of Arrangement as consideration for the exchange of Company Shares for WonderFi Shares and Earnout Rights in accordance with the terms hereof, and distributed to such Company Shareholders proportionate to their respective ownership interests in the Company Shares as at the Effective Time, consisting of: (a) 1.801462 WonderFi Shares in exchange for each Company Share; and (b) one Earnout Right in exchange for each Company Share, reflecting each Company Shareholder’s post-Closing right to receive its proportionate interest in the Earnout;

“ Consideration Shares ” means the WonderFi Shares to be received by the Company Shareholders pursuant to this Plan of Arrangement;

“ Court ” means the Supreme Court of British Columbia;

“ Depositary ” means any trust company, bank or financial institution agreed to in writing by the Parties for the purpose of, among other things, exchanging certificates representing Company Shares for certificates (or direct registration statements) representing Consideration Shares in connection with the Arrangement, and which may be the same entity as the Earnout Rights Agent;

“ Dissent Rights ” shall have the meaning ascribed thereto in Section 4.1 of this Plan of Arrangement;

“ Dissenting Shareholder ” means a registered holder of Company Shares who has duly and validly exercised their Dissent Rights in strict compliance with the dissent procedures set out under Division 2 of Part 8 of the BCBCA, as modified by Section 4.1, the Interim Order and the Final Order and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

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“ DRS ” shall have the meaning ascribed thereto in Section 3.2 of this Plan of Arrangement;

“ Early Payment Amount ” has the meaning ascribed thereto in the Earnout Rights Indenture;

“ Earnout ” means the portion of the proceeds of disposition payable in consideration for the sale of the Company Shares to be sold by the Company Shareholders pursuant to the Business Combination Agreement and this Plan of Arrangement that is determined by reference to the Earnout Amount;

“ Earnout Amount ” means the SmartPay Revenue, which is an amount determined by reference to the underlying goodwill of the Company represented by the future revenues generated by its underlying assets and which would not otherwise be paid as a dividend to the Company Shareholders (who become WonderFi Shareholders pursuant to this Plan of Arrangement) in the normal course;

“ Earnout Payment ” means a SmartPay Revenue Payment;

“ Earnout Right ” means an earnout right of WonderFi to be issued to the Company Shareholders in accordance with the terms and conditions of the Earnout Rights Indenture and this Plan of Arrangement and governed by the Earnout Rights Indenture, with each Earnout Right representing a proportionate interest in the entitlement of all holders of Earnout Rights to receive the Earnout (including any Earnout Payment, Sale Payment and/or Early Payment Amount) in accordance with the Earnout Rights Indenture;

“ Earnout Rights Agent ” means any trust company, bank or financial institution agreed to in writing by the Parties, acting reasonably, for the purpose of, among other things, exchanging certificates representing Company Shares for certificates (or direct registration statements) representing Earnout Rights in connection with the Arrangement, and which may be the same entity as the Depositary;

“ Effective Date ” means the date upon which the Arrangement becomes effective as set out in the Business Combination Agreement;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date;

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“ Encumbrance ” has the meaning given to it in the Business Combination Agreement;

“ Exchange Ratio ” means, in respect of Company Shares, 1.801462 WonderFi Shares for each Company Share;

“ Final Order ” means the final order of the Court pursuant to section 291 of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares, the Earnout Rights, and the New WonderFi Options to Company Securityholders in the United States pursuant to the Arrangement and the Business Combination Agreement, approving the Arrangement in form and substance acceptable to the Parties, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

“ final proscription date ” shall have the meaning ascribed thereto Section 5.5 of this Plan of Arrangement;

“ Former Company Shareholders ” means the holders of Company Shares immediately prior to the Effective Time;

“ Governmental Authority ” has the meaning given to it in the Business Combination Agreement;

“ Holder Committee” has the meaning given to it in the Earnout Rights Indenture;

“ Interim Order ” means the interim order of the Court pursuant to Section 291 of the BCBCA, to be issued following the application therefor contemplated by Section 2.02(1) of the Business Combination Agreement and after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares, the Earnout Rights and the New WonderFi Options to Company Securityholders in the United States pursuant to the Arrangement and the Business Combination Agreement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

“ In-the-Money Amount ” means, in respect of a Company Option or New WonderFi Option,as applicable, at any time, the positive amount, if any, at that time, by which (i) the product obtained by multiplying (A) the number of Company Shares or WonderFi Shares, as applicable, underlying such option at that time by (B) the fair market value of such shares at that time, exceeds (ii) the aggregate purchase price payable at that time pursuant to such option in order to acquire the Company Shares or WonderFi Shares, as applicable, underlying such option;

“ In-the-Money Option ” means a Company Option having an In-the-Money Amount;

“ New WonderFi Options ” means options to purchase WonderFi Shares having the terms and conditions set forth in Schedule G of the Business Combination Agreement;

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“ Parties ” means, the Company, Coinsquare, and WonderFi, and “ Party ” means any of them;

“ Sale Payment ” has the meaning ascribed thereto in the Earnout Rights Indenture;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof;

“ SmartPay ” means the Crypto Assets payments and invoicing platform operated by the Company and its Subsidiaries;

“ SmartPay Revenue ” has the meaning ascribed thereto in the Earnout Rights Indenture;

“ SmartPay Revenue Payment ” has the meaning ascribed thereto in the Earnout Rights Indenture;

“ Tax ” and “ Taxes ” have the meanings given to them in the Business Combination Agreement;

“ Tax Act ” means the Income Tax Act (Canada);

“ Tax Exempt Person ” means a person who is exempt from tax under Part I of the Tax Act;

“ Transmittal Letter ” means the letter of transmittal sent to holders of Company Shares for use in connection with the Arrangement;

“ TSX ” means the Toronto Stock Exchange;

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Securities Act ” means the United States Securities Act of 1933 ;

“ WonderFi ” means WonderFi Technologies Inc., a corporation existing under the laws of the Province of British Columbia;

“ WonderFi Shares ” means the common shares of WonderFi; and

“ WonderFi Shareholders ” has the meaning given to it in the Business Combination Agreement.

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”,

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“hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section, by number or letter or both refer to the Article or Section, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number, Gender and Persons

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Governing Laws

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8 Binding Effect

This Plan of Arrangement will become effective at the Effective Time and shall be binding upon WonderFi, Coinsquare, the Company and the Company Securityholders.

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ARTICLE 2 BUSINESS COMBINATION AGREEMENT

2.1 Business Combination Agreement

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

(a) each Company Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to the Company and the Company shall thereupon be obliged to pay the amount therefor (using its own funds and not funds provided directly or indirectly by WonderFi) determined and payable in accordance with Article 3 hereof, and: (i) the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Shares shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
(b) each Company Share (other than a Company Share held by a Dissenting Shareholder or a Company Share held by WonderFi or any Subsidiary of WonderFi) shall be deemed to be transferred to WonderFi and, in consideration therefor, WonderFi shall issue the Consideration;
(c) each Company Option that was an In-the-Money Option on the date of the Business Combination Agreement and that is outstanding immediately prior to the Effective Time (whether vested or unvested) and that has not otherwise been exercised for Company Shares in accordance with the terms of the Company Incentive Plan and terms of the Business Combination Agreement shall be cancelled and be of no further force or effect with no consideration payable therefor;
(d) each Company Option that is not described in Section 3.1(c) shall be exchanged for a New WonderFi Option entitling the holder thereof to purchase from WonderFi, in accordance with the terms and conditions set forth in Schedule G of the Business Combination Agreement, such number of WonderFi Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of Company Shares subject to such Company Option immediately prior to the Effective Date, whereupon such Company Option shall be cancelled and be of no further force or effect with no additional consideration payable therefor. Each such New WonderFi Option shall

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(e) each Company RSU outstanding immediately prior to the Effective Time (whether vested or unvested) which has not otherwise been settled in accordance with the terms of the Company Incentive Plan and terms of the Business Combination Agreement shall be cancelled and be of no further force or effect with no consideration payable therefor.

3.2 Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, WonderFi shall deliver or arrange to be delivered to the Depositary (i) certificates or direct registration system (“ DRS ”) advice-statements representing the Consideration Shares and (ii) certificates or DRS advice-statements representing the Earnout Rights, in each case required to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1, which certificates or DRS advicestatements shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of Article 5.
(b) Subject to the provisions of Article 5, and upon return of a properly completed Transmittal Letter by a registered Former Company Shareholder together with certificates representing Company Shares and such other documents as the Depositary may require, Former Company Shareholders shall be entitled to receive delivery of certificates or DRS advice-statements representing the Consideration Shares and Earnout Rights to which they are entitled pursuant to Section 3.1.

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3.3 Consideration Shares and Earnout Rights

(a) No fractional Consideration Shares shall be issued to Former Company Shareholders. The number of Consideration Shares to be issued to Former Company Shareholders on the Effective Date shall be rounded down to the nearest whole Consideration Share, on a holder-by-holder basis, in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Consideration Share on the Effective Date. In calculating such fractional interests, all Consideration Shares registered in the name of or beneficially held by a Former Company Shareholder or their nominee shall be aggregated.
(b) All Consideration Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the BCBCA.
(c) All Earnout Rights issued pursuant hereto shall be validly issued and created under the Earnout Rights Indenture.

3.4 Adjustment to Consideration for Dividends

If on or following the date of the Business Combination Agreement, the Company declares, sets aside or pays any dividend or other distribution to the Company Shareholders prior to the Effective Time, the Consideration per Company Share shall be adjusted as provided for in Section 8.04 of the Business Combination Agreement.

3.5 Section 85 Election

If requested by an Eligible Holder, then WonderFi shall make one or more joint income tax elections with such Eligible Holder in respect of the disposition of its Company Shares pursuant to section 85 of the Tax Act (and in each case, where applicable, the corresponding provision of any applicable provincial income tax legislation). The agreed amount under such joint elections shall be determined by each Eligible Holder in its sole discretion within the limits set out in the Tax Act, and the fair market value of any Consideration under such joint elections shall be reported by each Eligible Holder in a uniform manner determined by the Holder Committee in its sole discretion. In order to make an election, the Eligible Holder must provide the required election form containing all necessary information of which it has knowledge (including the number of Company Shares transferred, the Consideration received and the applicable elected amount for purposes of such election) on or before the day that is ninety (90) calendar days after the Effective Date. Thereafter, subject to the election forms complying with the provisions of the Tax Act (and any applicable provincial income tax law), the forms will be signed by WonderFi and returned by WonderFi to the Eligible Holder within thirty (30) days following delivery by the Eligible Holder of the election forms to WonderFi for filing with the Canada Revenue Agency (and any applicable provincial taxing authority). With the exception of the execution by WonderFi of prescribed forms for purposes of the election and of the furnishing of such information as is properly within the knowledge of WonderFi (such as its business number and registered address), compliance with the requirements for a valid election, including the selection of the appropriate elected amount for the

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prescribed form and the filing of the completed and executed form with the appropriate Governmental Authority, will be the sole responsibility of the Eligible Holder making the election. Provided that WonderFi fulfils its obligations to make the joint election contemplated in this Section 3.4 and furnishes such information as is properly within its knowledge, neither WonderFi nor the Company will be responsible for Taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete any such election forms or to properly file such forms within the time prescribed under the Tax Act or the corresponding provisions of any applicable provincial income tax legislation. In its sole discretion, WonderFi may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but WonderFi will have no obligation to do so.

3.6 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, the Parties agree that the Plan of Arrangement will be carried out with the intention that all Consideration Shares, Earnout Rights and New WonderFi Options issued on completion of the Plan of Arrangement to the applicable Company Securityholders in the United States will be issued by WonderFi in reliance on the exemption from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Business Combination Agreement. Company Optionholders entitled to receive New WonderFi Options will be advised that the New WonderFi Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by WonderFi in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise of such New WonderFi Options; therefore, the underlying WonderFi Shares issuable upon the exercise of the New WonderFi Options, if any, cannot be issued in the United States in reliance upon Section 3(a)(10) Exemption and the New WonderFi Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Registered Company Shareholders (other than WonderFi, Coinsquare, and their respective affiliates, as applicable) may exercise dissent rights with respect to Company Shares held by such Dissenting Shareholders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution must be received by the Company at its registered office not later than 5:00 p.m. (Vancouver time) on the day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have

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been validly exercised, to the Company, free and clear of all Encumbrances, as provided in Section 3.1(a), and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Company Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Company Shares by the Company (using its own funds and not funds directly or indirectly provided by WonderFi), which fair value, notwithstanding anything to the contrary contained in Division 2 of Part 8 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Company Shares; or
(b) is ultimately not entitled, for any reason, to be paid fair value for such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non‐dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

4.2 Recognition of Dissenting Holders

(a) In no circumstances shall WonderFi, Coinsquare, the Company or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of the Company Shares in respect of which such Dissent Rights are purported to be exercised.
(b) For greater certainty, in no case shall WonderFi, Coinsquare, the Company or any other person be required to recognize any Dissenting Shareholder as a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the name of such Dissenting Shareholder shall be removed from the register of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; (ii) any holder of Company RSUs; (iii) any Company Shareholder who votes or has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); and (iv) any holder of any other securities of the Company exercisable for Company Shares.

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ARTICLE 5 DELIVERY OF CONSIDERATION SHARES AND EARNOUT RIGHTS

5.1 Delivery of the Consideration Shares and Earnout Rights

Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Company Shares that were exchanged for Consideration Shares and Earnout Rights in accordance with Section 3.1, together with a duly completed Transmittal Letter and such other documents and instruments as would have been required to effect the transfer of the Company Shares formerly represented by such certificate under the BCBCA and the constating documents of the Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time: (a) a certificate or DRS advice-statement representing the Consideration Shares that such holder is entitled to receive in accordance with Section 3.1; and (b) a certificate or DRS advice-statement representing the Earnout Rights that such holder is entitled to receive in accordance with Section 3.1.

After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor (a) a certificate or DRS advice-statement representing the Consideration Shares that the holder thereof is entitled to receive in accordance with Section 3.1; and (b) a certificate or DRS advice-statement representing the Earnout Rights that the holder thereof is entitled to receive in accordance with Section 3.1.

5.2 Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged in accordance with Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate or DRS advice-statement representing Consideration Shares and a certificate or DRS advice-statement representing the Earnout Rights, that such holder is entitled to receive in accordance with Section 3.1. When authorizing such delivery of a certificate or DRS advice-statement representing Consideration Shares and a certificate or DRS advice-statement representing the Earnout Rights that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such certificate or DRS advicestatement representing such Consideration Shares and certificate or DRS advice-statement representing the Earnout Rights is to be delivered shall, as a condition precedent to the delivery of such Consideration Shares and Earnout Rights, give a bond satisfactory to WonderFi, Coinsquare, the Company, and the Depositary in such amount as WonderFi, Coinsquare, the Company, and the Depositary may direct, or otherwise indemnify WonderFi, the Company, and the Depositary in a manner satisfactory to WonderFi, Coinsquare, the Company, and the Depositary, against any claim that may be made against WonderFi, Coinsquare, the Company, or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of the Company.

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5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to the WonderFi Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to Applicable Laws and to Section 5.1, at the time of such compliance, there shall, in addition to the delivery of a certificate or DRS advice-statement representing Consideration Shares and a certificate or DRS advice-statement representing the Earnout Rights to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Consideration Shares.

5.4 Withholding Rights

Each of WonderFi, the Company and the Depositary, as applicable, will be entitled to deduct and withhold from any amounts payable or otherwise deliverable to any Person pursuant to this Plan of Arrangement (including, for greater certainty, Company Securityholders, holders of Company RSUs, and Company Dissenting Shareholders), such Taxes or other amounts as WonderFi, the Company or the Depositary are required or permitted to deduct or withhold in connection with such payment or delivery under the Tax Act, or any other provisions of any Applicable Law. To the extent that amounts so deducted and withheld are remitted to the appropriate Governmental Authority, such deducted, withheld and remitted amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to such Person in respect of which such deduction, withholding and remittance was made. Each of WonderFi, the Company and the Depositary are hereby authorized to sell or dispose (on behalf of the applicable Person in respect of which such deduction, withholding and remittance is to be made) of such portion of Consideration Shares payable as consideration hereunder as is necessary to provide sufficient funds to enable it to implement such deduction, withholding and remittance, and WonderFi, the Company and the Depositary, as applicable, will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

5.5 Limitation and Proscription

To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 on or before the date that is six years after the Effective Date (the “ final proscription date ”), then the Consideration Shares and Earnout Right that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof, the certificates or DRS advice-statements representing such Consideration Shares and the certificate representing such Earnout Right shall be delivered to WonderFi by the Depositary and the same shall be cancelled by WonderFi, and the interest of the Former Company Shareholder in such Consideration Shares and Earnout Right shall be terminated as of such final proscription date.

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ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

WonderFi, Coinsquare, and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by WonderFi, Coinsquare, and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to holders or former holders of Company Shares if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting provided that each of WonderFi and Coinsquare shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of WonderFi, Coinsquare, and the Company; and (ii) if required by the Court, it is consented to by the Company Shareholders voting in the manner directed by the Court.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of WonderFi, Coinsquare, and the Company will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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SCHEDULE F INVESTOR RIGHTS AGREEMENTS

[Attached.]

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WONDERFI TECHNOLOGIES INC.

– and –

JUSTIN HARTZMAN JEREMY KOVEN MICHAEL KORAL

INVESTOR RIGHTS AGREEMENT

April 2, 2023

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1	ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1
1.1	Definitions............................................................................................................................1
1.2	Rules of Construction ..........................................................................................................3
1.3	Effective Date ......................................................................................................................4
1.4	Regulatory Approvals ..........................................................................................................4
ARTICLE 2 BOARD NOMINATION RIGHTS ........................................................................4
2.1	Size and Composition of the Board .....................................................................................4
2.2	Designation of Nominees .....................................................................................................5
2.3	Nomination Procedures ........................................................................................................5
2.4	Replacement Appointment...................................................................................................6
2.5	Qualifications .......................................................................................................................6
2.6	Written Consent or Resolutions ...........................................................................................7
2.7	Reimbursement and Insurance .............................................................................................7
ARTICLE 3 AMENDMENTS ......................................................................................................7
3.1	Amendments and Modifications ..........................................................................................7
3.2	Changes in Capital of the Company ....................................................................................7
ARTICLE 4 GENERAL ...............................................................................................................8
4.1	Application of this Agreement .............................................................................................8
4.2	Termination ..........................................................................................................................8
4.3	Assignment ..........................................................................................................................8
4.4	Specific Performance ...........................................................................................................8
4.5	Further Assurances...............................................................................................................9
4.6	Time .....................................................................................................................................9
4.7	Enurement ............................................................................................................................9
4.8	Public Filing .........................................................................................................................9
4.9	Notices to Parties .................................................................................................................9
4.10	Entire Agreement ...............................................................................................................10
4.11	Waiver ................................................................................................................................10
4.12	Consent ..............................................................................................................................10
4.13	Governing Law ..................................................................................................................10
4.14	Severability ........................................................................................................................11
4.15	Counterparts .......................................................................................................................11

(i)

THIS INVESTOR RIGHTS AGREEMENT is made as of the 2[nd] day of April, 2023.

BETWEEN:

WONDERFI TECHNOLOGIES INC.

(the “ Company ”)

-and-

JUSTIN HARTZMAN JEREMY KOVEN MICHAEL KORAL

(collectively, the “ Coinsmart Group ”)

WHEREAS the Company, Coinsquare Ltd. and Coinsmart Financial Inc. (collectively, the “ Transaction Parties ”) have entered into or propose to enter into the Business Combination Agreement (as defined herein) in connection with the Transaction (as defined herein).

AND WHEREAS the Transaction Parties are seeking the support of the Transaction by each member of the Coinsmart Group.

AND WHEREAS the Parties desire to set forth their agreements regarding the Coinsmart Group’s rights, collectively, as significant Shareholders of the Company following completion of the Transaction.

IN CONSIDERATION of the mutual promises, covenants and agreements of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE

1.1 Definitions

In this Agreement, the following terms have the following meanings:

“ Affiliate ” means, as to any specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For this purpose the term “control” (including the terms “controlling”, “controlled by”, and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“ Applicable Securities Laws ” means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ Board ” means the board of directors of the Company following completion of the Transaction;

“ Business Combination Agreement ” means the business combination agreement dated the date hereof between the Company, Coinsquare Ltd. and Coinsmart Financial Inc., as the same may be amended and/or amended and restated from time to time;

“ Business Day ” means a day on which banks are open for business in the City of Vancouver, British Columbia, other than a Saturday, Sunday or statutory holiday;

“ Canadian Securities Regulatory Authorities ” means, collectively, the securities regulatory authorities in each of the provinces and territories of Canada;

“ Coinsmart Group Director ” means the one (1) director designated by the Coinsmart Group for election pursuant to Article 2;

“ Company ” has the meaning set out in the preamble to this Agreement;

“ Director ” means a director on the Board;

“ Director Election Meeting ” means any meeting of the shareholders of the Company at which Directors are to be elected to or proposed to be removed from the Board;

“ Mogo ” means Mogo Inc. and any Permitted Transferee of Mogo Inc.;

“ Mogo IRA ” means the investor rights agreement dated the date hereof between the Company and Mogo;

“ Mogo Nominee ” means one (1) Nominee selected by Mogo from time to time in accordance with the Mogo IRA;

“ Nominee ” means, with respect to a Director Election Meeting, a nominee proposed for election as Director by the Company and included as a nominee for election as Director in the management information circular of the Company relating to such Director Election Meeting;

“ Notice ” has the meaning set out in Section 4.9 hereto;

“ Party ” or “ Parties ” means one or more of the parties to this Agreement;

“ Permitted Holder ” means any Affiliate of Mogo for the purposes of the Mogo IRA;

“ Person ” means an individual, partnership, limited partnership, corporation, company, unlimited liability company, trust, unincorporated organization, association, government, or any department or agency thereof and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

“ Regulatory Approvals ” means any approvals required under Applicable Securities Laws, including any approval by the Toronto Stock Exchange and any successor thereto, with respect to this Agreement and the Company's obligations hereunder;

“ Shareholders ” means holders of Shares of the Company following completion of the Transaction;

“ Shares ” means the common shares in the capital of the Company;

“ Subsidiary ” means, with respect to any Person, any corporation or other entity of which the majority of voting power of (a) the voting equity securities or (b) the outstanding equity interests (calculated on a fair market value basis) is owned, directly or indirectly, by such Person;

“ Transaction ” has the meaning set out in the recitals to this Agreement;

“ WonderFi Group ” means Robert Halpern, Dean Skurka, Ben Samaroo, Cong Ly, Evan Kuhn and Chris Marsh;

“ WonderFi Group IRA ” means the investor rights agreement dated the date hereof between the Company of the WonderFi Group; and

“ WonderFi Group Directors ” means the two (2) Nominees selected by the WonderFi Group from time to time in accordance with the WonderFi Group IRA.

1.2 Rules of Construction

Unless the context otherwise requires, in this Agreement:

(a) “ Agreement ”, “ this Agreement ”, “ the Agreement ”, “ hereto ”, “ hereof ”, “ herein ”, “ hereby ”, “ hereunder ” and similar expressions mean or refer to this Agreement, as amended, supplemented or amended and restated from time to time, including the Schedules attached hereto or to any amendment to this Agreement, and any agreement or instrument supplemental hereto, and unless otherwise expressly stated herein, the expressions “ Article ”, “ Section ” and “ Schedule ” followed by a number or a letter mean and refer to the specified Article, Section or Schedule of this Agreement;
(b) the division of this Agreement into Articles, Sections, subsections and clauses and the insertion of headings and a table of contents are provided for convenience of reference only and shall not affect the construction or interpretation thereof and all references to designated Articles, Sections or other subdivisions or to Schedules, are references to Articles, Sections or other subdivisions or to Schedules of this Agreement;
(c) words importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders;
(d) the words “includes” and “including”, when following any general term or statement, are not to be construed as limiting the general term or statement to the
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specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(e) if any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day; and
(f) reference to any statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time, including every regulation made pursuant thereto, all amendments to the statute or to any such regulation in force from time to time, and any statute or regulation which supplements or supersedes such statute or any such regulation.

1.3 Effective Date

Notwithstanding the date of execution and delivery of this Agreement by the Parties, this Agreement shall only become effective and binding upon the Parties at the Effective Time (as such term is defined in the Business Combination Agreement) .

1.4 Regulatory Approvals

Notwithstanding anything to the contrary herein, the Company's obligations under this Agreement are subject to the Company's prior receipt of the Regulatory Approvals, to the satisfaction of the Company, acting reasonably.

ARTICLE 2 BOARD NOMINATION RIGHTS

2.1 Size and Composition of the Board

(a) On completion of the Transaction the Board shall initially consist of nine (9) Directors, as set forth in the Business Combination Agreement.
(b) As set forth in the Business Combination Agreement, the initial Directors, effective on completion of the Transaction shall be Michael Wekerle, Jason Theofilos, Nick Thadaney, Robert Halpern, Dean Skurka, Jeffrey Orridge, Justin Hartzman, G. Scott Paterson and Wendy Rudd, unless otherwise agreed in accordance with the Business Combination Agreement.
(c) Until the later of: (x) the date that is twenty four (24) months following date of this Agreement, and (y) the second annual general meeting of the Company following the Effective Date of the Transaction, at which directors are elected to the Board, each member of the Coinsmart Group shall vote, or cause to be voted, all Shares owned by such member of the Coinsmart Group, or over which such member of the Coinsmart Group has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each Director Election Meeting or pursuant to any written resolution of the Shareholders, the size of the
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Board shall be set and remain at nine (9) Directors and the Company agrees to maintain the number of Directors at nine (9) during such period; and

(d) Each member of the Coinsmart Group acknowledges that the Company has or will concurrently with the execution of this Agreement enter into the Coinsmart Group IRA and the Mogo IRA in connection with the Coinsmart Group Nominee and the Mogo Nominee, respectively.

2.2 Designation of Nominees

In respect of any Director Election Meeting, for so long as the Coinsmart Group, collectively, owns, controls or directs, directly or indirectly, in aggregate, 20,000,000 or more of the outstanding Shares (inclusive of Shares underlying convertible securities of the Company individually held by members of the Coinsmart Group), the Coinsmart Group, shall be entitled to nominate one (1) Nominee (which is initially expected to be Justin Hartzman). For greater certainty, upon the first instance whereby the Coinsmart Group, collectively, owns, controls or directs, directly or indirectly, in aggregate, less than 20,000,000 of the outstanding Shares (inclusive of Shares underlying convertible securities of the Company individually held by members of the Coinsmart Group), the Coinsmart Group shall no longer be entitled to designate a Nominee pursuant to this Section 2.2.

2.3 Nomination Procedures

(a) As long as the Coinsmart Group has a right to designate a Nominee under Section 2.2, the Company shall notify the Coinsmart Group of any Director Election Meeting at least 75 calendar days prior to the date of such Director Election Meeting, or as soon as practicable in the event of any Director Election Meeting not initiated by the Company.
(b) Within seven (7) Business Days of receipt of notice from the Company pursuant to Section 2.3(a), the Coinsmart Group shall provide the Company with such documentation as reasonably required to demonstrate that the Coinsmart Group holds sufficient Shares pursuant to Section 2.2, to entitle it to nominate one (1) Nominee.
(c) As long as the Coinsmart Group has a right to designate one (1) Nominee under Section 2.2, the Coinsmart Group may notify the Company of its Nominee at any time following receipt of the notice provided by the Company in accordance with Section 2.3(a), but no less than 60 calendar days prior to the date of any Director Election Meeting provided the Coinsmart Group is provided with at least 75 calendar days’ notice of such Director Election Meeting. If the Coinsmart Group is provided less than 75 calendar days’ notice of any Director Election Meeting, it shall have 15 calendar days to notify the Company of its Nominee at any time following receipt of such notice. If, prior to the Director Election Meeting, the Nominee designated by the Coinsmart Group under Section 2.2 is unable or unwilling to serve as a Director, then the Coinsmart Group will be entitled to designate a replacement, provided that such designation is provided in advance of the issuance of any management information circular relating to any Director
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Election Meeting or any written consent submitted to Shareholders of the Company for the purpose of electing Directors and except where the Coinsmart Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 2.2.

(d) If the Coinsmart Group fails to deliver notice to the Company of its designated Nominee at least 60 calendar days prior to the date of any Director Election Meeting or within 15 calendar days following notice of a Director Election Meeting where the Coinsmart Group has not been provided at least 75 calendar days’ notice of such Director Election Meeting, the Coinsmart Group shall be deemed to have designated the same Nominee previously designated by it that serves as the Coinsmart Director at such time, provided that such Nominee has agreed to stand for nomination.
(e) The Company shall (i) nominate for election and include in any management information circular relating to any Director Election Meeting (or submit to Shareholders by written consent, if applicable) the Person designated as Nominee under Section 2.2, (ii) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders of the Company for the purpose of electing Directors) that the Shareholders vote to elect such Nominee as a Director for a term of office expiring at the subsequent annual meeting of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favour of and otherwise support the election of such Nominee at the applicable Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Director Election Meeting, and (iv) take all other reasonable steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the Coinsmart Group under this Article 2.
(f) The selection of Nominees, other than the Nominee designated by the Coinsmart Group pursuant to Section 2.2 (including when the designation right of the Coinsmart Group has not been exercised pursuant thereto), shall rest with the Board, or any committee determined by the Board.

2.4 Replacement Appointment

If the Coinsmart Group Director resigns, is removed or is unable to serve for any reason prior to the expiration of his or her term as a Director, then the Coinsmart Group shall, subject to Section 2.3, be entitled to designate a replacement Director to be appointed by the Board as soon as reasonably practicable, except where the Coinsmart Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 2.2.

2.5 Qualifications

Notwithstanding anything to the contrary in this Agreement, all Directors (including the Coinsmart Group Director) shall, at all times while serving on the Board, meet the qualification requirements

to serve as a Director under the BCBCA, Applicable Securities Laws and the rules of any stock exchange on which the Shares are listed.

2.6 Written Consent or Resolutions

The provisions of this Article 2 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of Shareholders relating to the election of Directors.

2.7 Reimbursement and Insurance

(a) The Company agrees and undertakes that, so long as the Coinsmart Group has a right to nominate a Director under Section 2.2, each Coinsmart Group Director shall be reimbursed by the Company for the reasonable travel and other expenses incurred by him/her to attend Board meetings consistent with Company's practices for director reimbursement. Without duplication of the foregoing, the Coinsmart Group Director shall be entitled to all compensation and reimbursement rights that are generally available to all non-employee Directors of the Company (if they are not, at the relevant time, an employee of the Company or a Subsidiary of the Company).
(b) The Company shall obtain and/or maintain from financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions reasonably determined by the Board to be adequate and will be consistent with the market practice, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued, which in any event shall last for the term of the Coinsmart Group’s Nominee’s office as Director. In addition, the Company shall indemnify and hold harmless all of its Directors and former Directors who served as Directors at any time following the date of this Agreement, and their respective heirs and legal representatives, from and against any loss or damage incurred by them for any act or omission taken or suffered by the Director Nominee(s) in connection with acting as a Director, to the fullest extent permitted by the Business Corporations Act (British Columbia) (or any equivalent statute of a jurisdiction to which the Company has been continued or under which it is otherwise governed) and applicable law.

ARTICLE 3 AMENDMENTS

3.1 Amendments and Modifications

This Agreement may not be amended or modified except by an agreement in writing executed by the Parties.

3.2 Changes in Capital of the Company

changed, and the Parties will execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

ARTICLE 4 GENERAL

4.1 Application of this Agreement

The terms of this Agreement shall apply mutatis mutandis to any shares or other securities of the Company or any Subsidiary thereof or any successor entity that may be received by members of the Coinsmart Group on a merger, amalgamation, arrangement or other reorganization of or including the Company or any Subsidiary thereof and, prior to any such action being taken, the Parties shall give due consideration to any changes that may be required to this Agreement in order to give effect to the intent of this Section 4.1.

4.2 Termination

This Agreement will automatically terminate upon the earliest to occur of the following events:

(a) the first date on which the Coinsmart Group, collectively, owns, controls or directs, directly or indirectly, in aggregate, less than 20,000,000 of the outstanding Shares of the Company (inclusive of Shares underlying convertible securities of the Company individually held by members of the Coinsmart Group);
(b) the Agreement is terminated by written agreement of the Parties; and
(c) the dissolution or liquidation of the Company.

4.3 Assignment

(a) This Agreement is not assignable by members of the Coinsmart Group without the Company’s prior written consent.
(b) This Agreement is not assignable by the Company, except with the prior written consent of the Coinsmart Group.

4.4 Specific Performance

The Parties agree that irreparable harm would occur, for which money damages would not be an adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties may seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without the proof of actual damages and without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law, equity or under this Agreement.

4.5 Further Assurances

Each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

4.6 Time

Time is of the essence of this Agreement.

4.7 Enurement

This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.

4.8 Public Filing

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

4.9 Notices to Parties

Any notice, approval, consent, information, payment, request or other communication (in this Section, a “ Notice ”) to be given under or in connection with this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

(a) if to the Company:

[Redacted - Confidential contact information for individuals]

==> picture [150 x 72] intentionally omitted <==

(b) if to the Coinsmart Group:

[Redacted - Confidential contact information for individuals]

==> picture [170 x 72] intentionally omitted <==

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a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties hereto.

An accidental omission in the giving of, or failure to give, a Notice required by this Agreement will not invalidate or affect in any way the legality of any meeting or other proceeding in respect of which such Notice was or was intended to be given.

4.10 Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral agreements between such Parties, in connection with the subject matter hereof. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, relating to the subject matter hereof except as specifically set forth in this Agreement.

4.11 Waiver

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

4.12 Consent

Where a provision of this Agreement requires an approval or consent by a Party and written notification of such approval or consent is not delivered within the applicable time in accordance with this Agreement, then the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

4.13 Governing Law

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transfer or removal of any such action, claim, cause of action or suit (in contract, delict or otherwise), inquiry, proceeding or investigation to any court other than the above-named court whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any Party is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any Party may commence and maintain an action to enforce a judgment of the above-named court in any court of competent jurisdiction. Each Party hereby consents to service of process in any such proceeding in any manner permitted by the laws of British Columbia, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.9 is reasonably calculated to give actual notice. Any Party that commences an action hereunder in the above-named court shall not be required to post any bond in connection therewith.

4.14 Severability

If any term or other provision of this Agreement shall be determined by a court, administrative agency or arbitrator in any jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not render the entire Agreement invalid and shall not affect the validity, legality or enforceability of such term or other provision in any other jurisdiction. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law.

4.15 Counterparts

This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by a Party by facsimile or electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

[ signature page follows ]

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WONDERFI TECHNOLOGIES INC.

Per: (signed) "Dean Skurka" Dean Skurka Interim CEO I have the authority to bind the corporation.

By: (signed) "Justin Hartzman" Justin Hartzman By: (signed) "Jeremy Koven" Jeremy Koven By: (signed) "Michael Koral Michael Koral

WONDERFI TECHNOLOGIES INC.

– and –

MOGO INC.

INVESTOR RIGHTS AGREEMENT April 2, 2023

117050688 v3 LEGAL*58480305.4

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1	ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1
1.1	Definitions............................................................................................................................1
1.2	Rules of Construction ..........................................................................................................3
1.3	Effective Date ......................................................................................................................4
1.4	Regulatory Approvals ..........................................................................................................4
ARTICLE 2 BOARD NOMINATION RIGHTS ........................................................................4
2.1	Size and Composition of the Board .....................................................................................4
2.2	Designation of Nominees .....................................................................................................5
2.3	Nomination Procedures ........................................................................................................5
2.4	Replacement Appointment...................................................................................................6
2.5	Qualifications .......................................................................................................................6
2.6	Written Consent or Resolutions ...........................................................................................6
2.7	Reimbursement and Insurance .............................................................................................7
ARTICLE 3 AMENDMENTS ......................................................................................................7
3.1	Amendments and Modifications ..........................................................................................7
3.2	Changes in Capital of the Company ....................................................................................7
ARTICLE 4 GENERAL ...............................................................................................................7
4.1	Application of this Agreement .............................................................................................7
4.2	Termination ..........................................................................................................................8
4.3	Assignment ..........................................................................................................................8
4.4	Permitted Transferees ..........................................................................................................8
4.5	Standstill ..............................................................................................................................9
4.6	Specific Performance ...........................................................................................................9
4.7	Further Assurances...............................................................................................................9
4.8	Time .....................................................................................................................................9
4.9	Enurement ............................................................................................................................9
4.10	Public Filing .........................................................................................................................9
4.11	Notices to Parties ...............................................................................................................10
4.12	Entire Agreement ...............................................................................................................10
4.13	Waiver ................................................................................................................................11
4.14	Consent ..............................................................................................................................11
4.15	Governing Law ..................................................................................................................11
4.16	Severability ........................................................................................................................11
4.17	Counterparts .......................................................................................................................12

117050688 v3 LEGAL*58480305.4

THIS INVESTOR RIGHTS AGREEMENT is made as of the 2[nd] day of April, 2023.

BETWEEN:

WONDERFI TECHNOLOGIES INC.

(the “ Company ”)

-and-

MOGO INC.

(“ Mogo ”)

AND WHEREAS the Transaction Parties are seeking the support of the Transaction by Mogo, as a shareholder of Coinsquare Ltd.

AND WHEREAS the Parties desire to set forth their agreements regarding Mogo’s rights as a significant Shareholder of the Company following completion of the Transaction.

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE

1.1 Definitions

In this Agreement, the following terms have the following meanings:

“ BCBCA ” means the Business Corporations Act (British Columbia);

LEGAL*58480305.4 117050688 v3

“ Board ” means the board of directors of the Company following completion of the Transaction;

“ Business Day ” means a day on which banks are open for business in the City of Vancouver, British Columbia, other than a Saturday, Sunday or statutory holiday;

“ Canadian Securities Regulatory Authorities ” means, collectively, the securities regulatory authorities in each of the provinces and territories of Canada;

“ Coinsmart Group ” means Justin Hartzman, Jeremy Koven, and Michael Koral;

“ Coinsmart Group IRA ” means the investor rights agreement dated the date hereof between the Company and the Coinsmart Group;

“ Coinsmart Group Nominee ” means the one (1) Nominee selected by the Coinsmart Group from time to time in accordance with the Coinsmart Group IRA;

“ Company ” has the meaning set out in the preamble to this Agreement;

“ Director ” means a director on the Board;

“ Director Election Meeting ” means any meeting of the shareholders of the Company at which Directors are to be elected to or proposed to be removed from the Board;

“ Mogo ” means Mogo Inc. and any Permitted Transferee of Mogo Inc.;

“ Mogo Director ” means a Director that has been designated by Mogo for election as Nominee pursuant to Article 2;

“ Notice ” has the meaning set out in Section 4.11 hereto;

“ Party ” or “ Parties ” means one or more of the parties to this Agreement;

“ Permitted Holder ” means any Affiliate of Mogo;

“ Permitted Transferee ” means, in each case to the extent such Person agrees in writing to be bound by the terms of this Agreement, any Permitted Holder to whom the rights of Mogo are assigned pursuant to Section 4.4;

LEGAL*58480305.4 117050688 v3

or agency thereof and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

“ Shareholders ” means holders of Shares of the Company following completion of the Transaction;

“ Shares ” means the common shares in the capital of the Company;

“ Transaction ” has the meaning set out in the recitals to this Agreement;

“ WonderFi Group ” means Robert Halpern, Dean Skurka, Ben Samaroo, Cong Ly, Evan Kuhn and Chris Marsh;

“ WonderFi Group IRA ” means the investor rights agreement dated the date hereof between the Company and the WonderFi Group; and

“ WonderFi Group Nominees ” means the two (2) Nominees selected by the WonderFi Group from time to time in accordance with the WonderFi Group IRA.

1.2 Rules of Construction

Unless the context otherwise requires, in this Agreement:

(a) “ Agreement ”, “ this Agreement ”, “ the Agreement ”, “ hereto ”, “ hereof ”, “ herein ”, “ hereby ”, “ hereunder ” and similar expressions mean or refer to this Agreement, as amended, supplemented or amended and restated from time to time, including the Schedules attached hereto or to any amendment to this Agreement, and any agreement or instrument supplemental hereto, and unless otherwise expressly stated herein, the expressions “ Article ”, “ Section ” and “ Schedule ” followed by a number or a letter mean and refer to the specified Article, Section or Schedule of this Agreement;
(b) the division of this Agreement into Articles, Sections, subsections and clauses and the insertion of headings and a table of contents are provided for convenience of reference only and shall not affect the construction or interpretation thereof and all references to designated Articles, Sections or other subdivisions or to Schedules, are references to Articles, Sections or other subdivisions or to Schedules of this Agreement;
(c) words importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders;

LEGAL*58480305.4 117050688 v3

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(d) the words “includes” and “including”, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;
(e) if any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day; and
(f) reference to any statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time, including every regulation made pursuant thereto, all amendments to the statute or to any such regulation in force from time to time, and any statute or regulation which supplements or supersedes such statute or any such regulation.

1.3 Effective Date

1.4 Regulatory Approvals

ARTICLE 2 BOARD NOMINATION RIGHTS

2.1 Size and Composition of the Board

(a) On completion of the Transaction the Board shall initially consist of nine (9) Directors, as set forth in the Business Combination Agreement.
(b) As set forth in the Business Combination Agreement, the initial Directors, effective on completion of the Transaction shall be Michael Wekerle, Jason Theofilos, Nick Thadaney, Robert Halpern, Dean Skurka, Jeffrey Orridge, Justin Hartzman, G. Scott Paterson and Wendy Rudd, unless otherwise agreed in accordance with the Business Combination Agreement.
(c) Until the later of: (x) the date that is twenty four (24) months following date of this Agreement, and (y) the second annual general meeting of the Company following the Effective Date of the Transaction, at which directors are elected to the Board, Mogo shall vote, or cause to be voted, all Shares owned by Mogo and its Permitted Transferees, or over which Mogo has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each Director Election Meeting or pursuant to any written resolution of the Shareholders, the size

LEGAL*58480305.4 117050688 v3

of the Board shall be set and remain at nine (9) Directors and the Company agrees to maintain the number of Directors at nine (9) during such period; and

(d) Mogo acknowledges that the Company has or will concurrently with the execution of this Agreement enter into the Coinsmart Group IRA and the WonderFi Group IRA in connection with the Coinsmart Group Nominee and the WonderFi Group Nominees, respectively.

2.2 Designation of Nominees

In respect of any Director Election Meeting, for so long as Mogo owns, controls or directs, directly or indirectly, in the aggregate, 5% or more of the then-outstanding Shares (on a non-diluted basis), Mogo shall be entitled to nominate one (1) Nominee (which is initially expected to be Michael Wekerle). For greater certainty, upon the first instance whereby Mogo owns, controls or directs, directly or indirectly, less than 5% of the outstanding Shares (on a non-diluted basis), Mogo shall no longer be entitled to designate a Nominee pursuant to this Section 2.2.

2.3 Nomination Procedures

(a) As long as Mogo has a right to designate a Nominee under Section 2.2, the Company shall notify Mogo of any Director Election Meeting at least 75 calendar days prior to the date of such Director Election Meeting, or as soon as practicable in the event of any Director Election Meeting not initiated by the Company.
(b) Within seven (7) Business Days of receipt of notice from the Company pursuant to Section 2.3(a), Mogo shall provide the Company with such documentation as reasonably required to demonstrate that Mogo holds sufficient Shares pursuant to Section 2.2, to entitle it to nominate one (1) Nominee.
(c) As long as Mogo has a right to designate a Nominees under Section 2.2, Mogo may notify the Company of its Nominee at any time following receipt of the notice provided by the Company in accordance with Section 2.3(a), but no less than 60 calendar days prior to the date of any Director Election Meeting provided Mogo is provided with at least 75 calendar days of such Director Election Meeting. If Mogo is provided less than 75 calendar days notice of any Director Election Meeting, it shall have 15 calendar days to notify the Company of its Nominee at any time following receipt of such notice. If, prior to the Director Election Meeting, the Nominee designated by Mogo under Section 2.2 is unable or unwilling to serve as a Director, then Mogo will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular relating to any Director Election Meeting or any written consent submitted to Shareholders of the Company for the purpose of electing Directors and except where Mogo would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 2.2.
(d) If Mogo fails to deliver notice to the Company of its designated Nominee at least 60 calendar days prior to the date of any Director Election Meeting or within 15 calendar days following notice of a Director Election Meeting where Mogo has not

LEGAL*58480305.4 117050688 v3

been provided at least 75 calendar days of such Director Election Meeting, Mogo shall be deemed to have designated the same Nominee previously designated by it that serves as the Mogo Director at such time, provided that such Nominee has agreed to stand for nomination.

(e) The Company shall (i) nominate for election and include in any management information circular relating to any Director Election Meeting (or submit to Shareholders by written consent, if applicable) a Person designated as a Nominee under Section 2.2, (ii) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders of the Company for the purpose of electing Directors) that the Shareholders vote to elect such Nominee as a Director for a term of office expiring at the subsequent annual meeting of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favour of and otherwise support the election of such Nominee at the applicable Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Director Election Meeting, and (iv) take all other reasonable steps which may be necessary or appropriate to recognize, enforce and comply with the rights of Mogo under this Article 2.
(f) The selection of Nominees, other than the Nominees designated by Mogo pursuant to Section 2.2 (including when the designation right of Mogo has not been exercised pursuant thereto), shall rest with the Board, or any committee determined by the Board.

2.4 Replacement Appointment

If the Mogo Director resigns, is removed or is unable to serve for any reason prior to the expiration of his or her term as a Director, then Mogo shall, subject to Section 2.3, be entitled to designate a replacement Director to be appointed by the Board as soon as reasonably practicable, except where Mogo would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 2.2.

2.5 Qualifications

Notwithstanding anything to the contrary in this Agreement, all Directors (including the Mogo Director) shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the BCBCA, Applicable Securities Laws and the rules of any stock exchange on which the Shares are listed. Such Director or any proposed Nominee shall not otherwise be an executive officer of the Company or any of its subsidiaries.

2.6 Written Consent or Resolutions

The provisions of this Article 2 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of Shareholders relating to the election of Directors.

LEGAL*58480305.4 117050688 v3

2.7 Reimbursement and Insurance

(a) The Company agrees and undertakes that, so long as Mogo has a right to nominate a Director under Section 2.2, each Mogo Director shall be reimbursed by the Company for the reasonable travel and other expenses incurred by him/her to attend Board meetings consistent with Company's practices for director reimbursement. Without duplication of the foregoing, the Mogo Director shall be entitled to all compensation and reimbursement rights that are generally available to all nonemployee Directors of the Company.
(b) The Company shall obtain and/or maintain from financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions reasonably determined by the Board to be adequate and will be consistent with the market practice, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued, which in any event shall last for the term of Mogo’s Nominee’s office as a Director. In addition, the Company shall indemnify and hold harmless all of its Directors and former Directors who served as Directors at any time following the date of this Agreement, and their respective heirs and legal representatives, from and against any loss or damage incurred by them for any act or omission taken or suffered by the Director Nominee(s) in connection with acting as a Director, to the fullest extent permitted by the Business Corporations Act (British Columbia) (or any equivalent statute of a jurisdiction to which the Company has been continued or under which it is otherwise governed) and applicable law.

ARTICLE 3 AMENDMENTS

3.1 Amendments and Modifications

This Agreement may not be amended or modified except by an agreement in writing executed by the Parties.

3.2 Changes in Capital of the Company

At all times after the occurrence of any event which results in a change to the Shares, this Agreement will forthwith be amended and modified as necessary in order that it will apply with full force and effect, with appropriate changes, to all new securities into which the Shares are so changed, and the Parties will execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

ARTICLE 4 GENERAL

4.1 Application of this Agreement

The terms of this Agreement shall apply mutatis mutandis to any shares or other securities of the Company or any Subsidiary thereof or any successor entity that may be received by Mogo on a

LEGAL*58480305.4 117050688 v3

merger, amalgamation, arrangement or other reorganization of or including the Company or any Subsidiary thereof and, prior to any such action being taken, the Parties shall give due consideration to any changes that may be required to this Agreement in order to give effect to the intent of this Section 4.1.

4.2 Termination

This Agreement will automatically terminate upon the earliest to occur of the following events:

(a) the first date on which Mogo (which, for greater certainty, includes their Permitted Transferees) owns, controls or directs, directly or indirectly, in the aggregate, less than 5% of the then-outstanding Shares of the Company (on a non-diluted basis);
(b) the Agreement is terminated by written agreement of the Parties; and
(c) the dissolution or liquidation of the Company.

4.3 Assignment

(a) This Agreement is not assignable by Mogo without the Company’s prior written consent other than to one or more Permitted Transferees and in compliance with Section 4.4; and
(b) This Agreement is not assignable by the Company, except with the prior written consent of Mogo.

4.4 Permitted Transferees

(a) The rights of Mogo hereunder may be assigned (but only with all related obligations as set forth herein) in connection with a transfer of Shares to a Permitted Transferee of Mogo. Without prejudice to any other or similar conditions imposed hereunder with respect to any such transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4. No such transfer shall release or discharge Mogo from any of its liabilities or obligations under this Agreement.
(b) Notwithstanding the completion of any transfer of Shares by Mogo to a Permitted Transferee pursuant to this Section 4.4, Mogo shall, at all times after the transfer of Shares to a Permitted Transferee (or any subsequent transfer):
(i) be jointly and severally liable with the Permitted Transferee(s) for the observance and performance of the covenants and obligations of the Permitted Transferee(s) under this Agreement; and

LEGAL*58480305.4 117050688 v3

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(ii) cause the Permitted Transferee(s) to remain an eligible transferee of Mogo, so long as the Permitted Transferee(s) has any registered or beneficial interest in any Shares.

4.5 Standstill

Each Party agrees that for so long as Mogo, together with its Permitted Transferees, owns, controls or directs, directly or indirectly, in the aggregate, 5% or more of the then outstanding Shares (on a non-diluted basis), it will not, without the prior written consent of the other Party, directly or indirectly, alone, jointly or in concert with any other person, in any manner acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in any securities, including, without limitation, any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of the other Party.

4.6 Specific Performance

4.7 Further Assurances

4.8 Time

Time is of the essence of this Agreement.

4.9 Enurement

This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.

4.10 Public Filing

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4.11 Notices to Parties

(a) if to the Company:

[Redacted - Confidential contact information for individuals]

==> picture [150 x 72] intentionally omitted <==

(b) if to Mogo:

[Redacted - Confidential contact information for individuals]

==> picture [180 x 73] intentionally omitted <==

Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties hereto.

4.12 Entire Agreement

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4.13 Waiver

4.14 Consent

4.15 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract. Each Party to this Agreement agrees (a) that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of the Province of British Columbia, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of such courts in any such action or proceeding; (b) to be bound by any judgment of such courts and agrees not to seek, and hereby waives, any review of the merits of any such judgment by the courts of any other jurisdiction; and (c) not to commence or maintain any action, claim, cause of action or suit (in contract, delict or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before the abovenamed court nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, delict or otherwise), inquiry, proceeding or investigation to any court other than the above-named court whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any Party is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any Party may commence and maintain an action to enforce a judgment of the above-named court in any court of competent jurisdiction. Each Party hereby consents to service of process in any such proceeding in any manner permitted by the laws of British Columbia, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.11 is reasonably calculated to give actual notice. Any Party that commences an action hereunder in the above-named court shall not be required to post any bond in connection therewith.

4.16 Severability

LEGAL*58480305.4 117050688 v3

12 -

validity, legality or enforceability of such term or other provision in any other jurisdiction. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law.

4.17 Counterparts

[ signature page follows ]

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WONDERFI TECHNOLOGIES INC.

Per: (signed) "Dean Skurka" Dean Skurka Interim CEO

MOGO INC.

Per: (signed) "Greg Feller" Name: Greg Feller Title: President

LEGAL*58480305.4 117050688 v3

WONDERFI TECHNOLOGIES INC.

– and –

DEAN SKURKA ROBERT HALPERN BEN SAMAROO EVAN KUHN CONG LY CHRIS MARSH

INVESTOR RIGHTS AGREEMENT

April 2, 2023

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1	ARTICLE 1 DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE .....................1
1.1	Definitions............................................................................................................................1
1.2	Rules of Construction ..........................................................................................................3
1.3	Effective Date ......................................................................................................................4
1.4	Regulatory Approvals ..........................................................................................................4
ARTICLE 2 BOARD NOMINATION RIGHTS ........................................................................4
2.1	Size and Composition of the Board .....................................................................................4
2.2	Designation of Nominees .....................................................................................................5
2.3	Nomination Procedures ........................................................................................................5
2.4	Replacement Appointment...................................................................................................6
2.5	Qualifications .......................................................................................................................7
2.6	Written Consent or Resolutions ...........................................................................................7
2.7	Reimbursement and Insurance .............................................................................................7
ARTICLE 3 AMENDMENTS ......................................................................................................7
3.1	Amendments and Modifications ..........................................................................................7
3.2	Changes in Capital of the Company ....................................................................................8
ARTICLE 4 GENERAL ...............................................................................................................8
4.1	Application of this Agreement .............................................................................................8
4.2	Termination ..........................................................................................................................8
4.3	Assignment ..........................................................................................................................8
4.4	Specific Performance ...........................................................................................................8
4.5	Further Assurances...............................................................................................................9
4.6	Time .....................................................................................................................................9
4.7	Enurement ............................................................................................................................9
4.8	Public Filing .........................................................................................................................9
4.9	Notices to Parties .................................................................................................................9
4.10	Entire Agreement ...............................................................................................................10
4.11	Waiver ................................................................................................................................10
4.12	Consent ..............................................................................................................................10
4.13	Governing Law ..................................................................................................................10
4.14	Severability ........................................................................................................................11
4.15	Counterparts .......................................................................................................................11

(i)

THIS INVESTOR RIGHTS AGREEMENT is made as of the 2[nd] day of April, 2023.

BETWEEN:

WONDERFI TECHNOLOGIES INC.

(the “ Company ”)

-and-

DEAN SKURKA ROBERT HALPERN BEN SAMAROO EVAN KUHN CONG LY CHRIS MARSH

(collectively, the “ WonderFi Group ”)

AND WHEREAS the Transaction Parties are seeking the support of the Transaction by each member of the WonderFi Group.

AND WHEREAS the Parties desire to set forth their agreements regarding the WonderFi Group’s rights, collectively, as significant Shareholders of the Company following completion of the Transaction.

ARTICLE 1

DEFINITIONS, INTERPRETATION AND EFFECTIVE DATE