WonderFi Technologies Inc. — M&A Activity 2023

Apr 12, 2023

April 2 2023

TO: WONDERFI TECHNOLOGIES INC. WonderFi

Dear Sirs/Madams:

Re: Voting and Support Agreement

BACKGROUND

Coinsquare business combination agreement dated as of the date hereof (as it may from time to time be Business Combination Agreement Coinsquare, WonderFi, and Coinsmart into a single entity.

Capitalized terms used in this letter agreement and not otherwise defined herein shall have the respective meanings given to them in the Business Combination Agreement.

I, Danilo Giacovazzi, am the registered or beneficial owner of, or exercise control or direction Holder Shares Holder Options and the Holder Options together with any other securities of Coinsquare directly or indirectly acquired by or issued to me during the term of this letter agreement, are collectively referred to Holder Securities

VOTING AND OTHER COVENANTS

I hereby irrevocably covenant and agree, in my capacity as a securityholder and not in my capacity as a director and/or officer of Coinsquare, from the date hereof until the date of termination of this letter agreement in accordance with the terms herein:

1. at any meeting of Coinsquare Shareholders to be held to consider the Transaction (including the Coinsquare Meeting) or any of the other transactions contemplated by the Business Combination Agreement, or any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Transaction or any of the transactions contemplated by the Business Combination Agreement is sought, to be counted as present (in person or by proxy) for purposes of establishing quorum and to vote or to cause to be voted (and not withdraw any proxies or change my vote in respect thereof) the Holder Shares and any other Holder Securities entitled to be voted in respect of the such matter, if any (a) in favour of the approval, consent, ratification and adoption of the Coinsquare Arrangement Resolution and any other matter necessary for the consummation of the Transaction, and (b) against any resolution, action, proposal, transaction or agreement proposed by any other Person, that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the Transaction or delay or interfere with, the completion of the Transaction;

• 1. except as provided in this letter agreement, (a) not, directly or indirectly, or through any Representative, (i) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate, or continue to make, solicit, assist, initiate, knowingly encourage or otherwise facilitate, any inquiries, proposals or offers from any other Person (including any of its officers or employees) relating to any Coinsquare Acquisition Proposal or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing, (ii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Coinsquare Acquisition Proposal, or (iii) accept or enter into or publicly propose to accept or enter into, any agreement, understanding or arrangement or other contract in respect of any Coinsquare Acquisition Proposal, and (b) immediately cease and cause to be terminated any actions in furtherance of any of the foregoing;
• 1. to promptly (and in any event within twenty-four (24) hours) notify Coinsmart and WonderFi (orally at first and then in writing) in the event that I or my Representatives receive (i) a Coinsquare Acquisition Proposal from a Person or group of related Persons; (ii) any request by a Person or group of related Persons for information relating to any potential Coinsquare Acquisition Proposal; or (iii) any inquiry or request for discussions or negotiations regarding any Coinsquare Acquisition Proposal by a Person or a group of related Persons. Any such notice required by the preceding sentence shall include, to the extent legally permitted, the identity of the Person or group of Persons making such proposal, request or inquiry and the terms and conditions thereof (and shall include a copy of any written proposal, inquiry or request);
• 1. to deliver or cause to be delivered, as soon as practicable, and in any event at least 10 Business Days prior to the Coinsquare Meeting (provided proxy materials have been distributed by such time by Coinsquare to me), to Coinsquare, or, if requested by retained by Coinsquare, duly executed proxies or voting information forms, such proxies or voting information forms (a) instructing the holder thereof to vote (i) in favour of the Coinsquare Arrangement Resolution and any other matter necessary for the consummation of the Transaction, and (ii) against any matter that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the Transaction, delay or interfere with, the completion of the Transaction, and (b) naming those individuals as may be designated by Coinsquare in the management proxy circular in connection with the meeting of Coinsquare Shareholders at which the Coinsquare Arrangement Resolution will be voted on (including in connection with any adjournment or postponement thereof), as my duly appointed proxyholder, and not revoke, withdraw or modify such proxies or voting information forms without the prior written consent of WonderFi and Coinsmart;
• 1. not to, directly or indirectly, exercise or cause to be exercised any Coinsquare Dissent Rights in connection with the Transaction;
• 1. not to take any other action of any kind, including voting or not voting any of the Holder Shares or any other Holder Securities entitled to be voted in respect of such matter, that would reasonably be expected to preclude, delay or interfere with the completion of the Transaction;
• 1. not to, directly or indirectly,
  • (a) option, sell, transfer, pledge, encumber, assign, gift-over, grant, or agree to option, sell, transfer, pledge, encumber, assign, gift-over a security interest or participation interest in, hypothecate or otherwise convey any Holder Securities (or any right or interest therein) to any Person or group or Persons other than:
    • (i) pursuant to the Transaction;
    • (ii) any exercise of Holder Options for Coinsquare Shares in accordance with their terms; or
    • (iii) to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled by, the undersigned, or a trust or account (including an RRSP, RESP, RRIF or similar account) existing for the benefit of any such Person or entity, provided that in such case and for greater certainty, any Holder Securities acquired as a result thereof shall remain Holder Securities and subject to the terms and conditions of this letter agreement and, in the case of a corporation, partnership, limited liability company or other entity controlled by the undersigned, provided that such entity remains controlled by the undersigned;
  • (b) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Holder Securities; or
  • (c) deposit any Holder Securities into any voting trust or enter into any voting arrangement with respect to any of the Holder Securities (other than this letter agreement),

in each case without the prior written consent of WonderFi and Coinsmart; and

1. to enter into an escrow agreement required by the TSX pursuant to National Policy 46-201, Escrow for Initial Public Offerings NP 46-201 follows the standard form for an established issuer (as such term is defined in NP 46-201) in accordance with NP 46-201 and is only in effect for eighteen (18) months after the Effective Date.

For the avoidance of doubt, it is understood and agreed that I will be entitled to exercise my rights under any Holder Options to acquire Coinsquare Shares, provided that all such underlying Coinsquare Shares will be Holder Securities subject to the terms of this letter agreement.

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

I hereby represent and warrant that (a) I have the requisite legal capacity and authority to execute and deliver this letter agreement and to perform the transactions contemplated hereunder, (b) I am the sole beneficial owner of the Holder Securities, with good title thereto free and clear of any and all Encumbrances, (c) this letter agreement has been duly executed and delivered and constitutes a legal, valid and binding agreement enforceable against me in accordance with its terms, subject

only to any limitation under bankruptcy, insolvency or other Applicable Laws affecting the granting of equitable remedies such as specific performance and injunction, (d) the execution and delivery of this letter agreement or the compliance by me of my obligations hereunder will not (i) contravene any agreement or instrument to which I am a party or by which I or any of my property or assets is bound, or (ii) contravene any Applicable Laws relevant in the context of the Transaction or this letter agreement, (e) I have the sole and exclusive right to vote (if applicable) and sell all of the Holder Securities, and, other than pursuant to this letter agreement, none of the Holder Securities are subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind, (f) except for the Business Combination Agreement, no person has any agreement or option, or any right or privilege (whether by Applicable Laws, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from me of any of the Holder Securities or any interest therein or right thereto, (g) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this letter agreement and to perform my obligations contemplated hereby, and (h) the only securities of Coinsquare registered in my name or beneficially owned by me and/or over which I, directly or indirectly, exercise control or direction on the date hereof are the Holder Securities set forth on the first page hereof.

NO LIMIT ON FIDUCIARY DUTIES

Notwithstanding any provision of this letter agreement to the contrary, but subject to the terms and conditions of the Business Combination Agreement, I, in my capacity as director and/or officer of Coinsquare and any of its Subsidiaries, shall not be limited or restricted in any way whatsoever in the exercise of my fiduciary duties as a director and/or officer of Coinsquare and any of its Subsidiaries.

ESCROW CONDITIONS

I acknowledge and agree that, notwithstanding any provision of the Business Combination Agreement to the contrary, the Consideration Shares to be issued to me pursuant to the Coinsquare Arrangement in exchange for the Holder Securities will be subject to escrow and 33% of such Consideration Shares will be released on each of the dates that is six (6) months and twelve (12) months after the Effective Date and the balance released on the date that is eighteen (18) months after the Effective Date; provided that if, at any time following the Effective Time, I am not a director, officer of employee of WonderFi or one of its affiliates, whether due to termination (with or without cause), resignation or otherwise, then 33% of such Consideration Shares will be released on the date that is six (6) months after the Effective Date and the balance released on the Escrow Conditions acknowledge and agree that any or all of the share certificates or DRS advices evidencing such Consideration Shares shall bear a legend reflecting the Escrow Conditions.

Notwithstanding the foregoing paragraph, the parties agree that the Escrow Conditions shall cease to be effective on completion of a take-over bid, business combination, arrangement, merger or other transaction that results in a change of control of the Company. For greater certainty, the

Escrow Conditions shall not prevent me from tendering the Consideration Shares pursuant to a take-over bid or other similar transaction.

DISCLOSURE AND ANNOUNCEMENT

I agree that the details of this letter agreement and of the negotiations leading to the execution and delivery of this letter agreement may be described in any press release, information circular or other communication prepared by Coinsquare, WonderFi, or Coinsmart in connection with the Transaction and in any material change report prepared by WonderFi or Coinsmart in connection with the execution and delivery of this letter agreement and I further agree to this letter agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval and by any filings made under the securities laws of applicable jurisdictions (including disclosure of my identity, ownership of Holder Securities and the nature of my commitments, arrangements and understandings under this letter agreement and any other information required by Applicable Laws), in accordance with applicable Securities Laws.

TERMINATION

This letter agreement shall terminate and be of no further force or effect only upon the earliest of:

• (a) our written agreement;
• (a) the termination of the Business Combination Agreement in accordance with its terms;
• (b) the delivery by me of written notice to WonderFi and Coinsmart if there is any decrease in the Consideration payable for the Coinsquare Shares as set out in the Business Combination Agreement without my consent; provided that, a decrease in the value of the Consideration Shares will not constitute a decrease in the Consideration payable for the Coinsquare Shares as set out in the Business Combination Agreement; or
• (c) the Effective Time,

If this letter agreement is terminated in accordance with the provisions of this section, no party will have any further liability to perform its obligations under this letter agreement except as expressly contemplated by this letter agreement, and provided that neither the termination of this letter agreement nor anything contained in this section will relieve any party from any liability for any breach by it of this letter agreement prior to termination, including from any inaccuracy in its representations and warranties and any nonperformance by it of its covenants made herein. I shall be entitled to withdraw any form of proxy or voting instruction form delivered pursuant to this letter agreement in respect of the Coinsquare Arrangement Resolution or, if applicable, to withdraw any deposited Holder Securities to any take-over bid in the event this letter agreement is terminated.

Notwithstanding the foregoing, in the event the Effective Time occurs, the paragraphs under and remain binding in accordance with their terms.

MISCELLANEOUS

This letter agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein.

This letter agreement shall be binding upon the parties and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that neither WonderFi, Coinsmart nor I may assign, delegate or otherwise transfer any of our respective rights, interests or obligations under this letter agreement without the prior written consent of the other parties hereto, except that either WonderFi or Coinsmart may assign, delegate or otherwise transfer any of its rights, interests or obligations under this letter agreement to a wholly-owned subsidiary without reducing their respective obligations hereunder.

I acknowledge and agree that WonderFi and Coinsmart would be damaged irreparably in the event any of the provisions of this letter agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, I agree that, without posting bond or other undertaking, either WonderFi or Coinsmart will be entitled to seek an injunction or injunctions to prevent breaches or violations of the provisions of this letter agreement and to seek to enforce by specific performance this letter agreement and the terms and provisions hereof in any claim (whether at law or in equity, whether civil or criminal), cause of action (whether in contract or tort or otherwise), hearing, charge, complaint, demand or notice to, from, by or before any Governmental Authority having jurisdiction over us and the matter in addition to any other remedy to which it may be entitled, at law or in equity and I hereby waive any and all defences which could exist in my favour in connection with such enforcement and waive any requirement for security or the posting of any bond in connection with such enforcement.

I acknowledge that I: (a) have: (i) read this letter agreement in its entirety, understand it and agree to be bound by its terms and conditions; and (ii) been granted the opportunity to ask questions of, sel concerning the terms and conditions of this letter agreement; (b) have been advised to seek independent legal advice with respect to the execution and delivery of this letter agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (c) am entering into this letter agreement voluntarily.

This letter agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties.

If any provision of this letter agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision shall be severed from this letter agreement and the remaining provisions shall remain in full force and effect.

This letter agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this letter agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to me, upon which this letter as so accepted shall constitute an agreement among us.

[Signature Pages to Follow]

Yours truly,

Signed ("Danilo Giacovazzi")

Name: Danilo Giacovazzi Title: CFO

Acknowledged and agreed to as of the date first written above.

WONDERFI TECHNOLOGIES INC.

Per: Signed ("Dean Skurka")

Name: Dean Skurka Title: Chief Executive Officer

COINSMART FINANCIAL INC.

Signed ("Justin Hartzman")

Per:

Name: Justin Hartzman Title: Chief Executive Officer