WonderFi Technologies Inc. — M&A Activity 2023

Jun 12, 2023

DocuSign Envelope ID: C1C061A8-0891-4C61-B745-F84B8C1D0E2E

AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT

This Amendment No. 3 to Business Combination Agreement (this “ Amendment ”) is made as of June 9, 2023

AMONG:

WONDERFI TECHNOLOGIES INC. , a corporation existing under the laws 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 British Columbia

(“ CoinSmart ” and collectively with WonderFi and Coinsquare, the “ Parties ” and each, a “ Party ”)

WHEREAS, the Parties entered into a Business Combination agreement on April 2, 2023 (the “ Existing Agreement ”), pursuant to which, among other things, the Parties agreed to combine their respective companies;

AND WHEREAS, the Parties amended the Existing Agreement on May 1, 2023 and May 10, 2023, pursuant to Amendments No.1 and No. 2 to the Business Combination Agreement, and the Parties wish to further amend the Existing Agreement in accordance with the terms hereof;

NOW THEREFORE , in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Capitalized words and expressions used in this Amendment but not defined herein shall have the meaning ascribed to them in the Existing Agreement.

DocuSign Envelope ID: C1C061A8-0891-4C61-B745-F84B8C1D0E2E

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ARTICLE 2 AMENDMENTS TO EXISTING AGREEMENT

2.1 Amendment to Section 1.01

• (1) The definition of “Outside Date” as set out in Section 1.01 of the Existing Agreement is hereby amended and shall read as follows:

“ Outside Date ” means, subject to Section 11.09(b), a date that is three and one half (3½) 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.

ARTICLE 3 EFFECTIVENESS; LIMITED EFFECT

3.1 Limited Effect

Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. From and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

ARTICLE 4 MISCELLANEOUS

4.1 Notices

Any notice given in connection with this Amendment shall be given in accordance with the Existing Agreement.

4.2 Governing Law

This Amendment shall be governed, construed, applied, interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. Any action arising out of or based upon this Amendment shall be brought in accordance with the requirements of Section 11.10 of the Existing Agreement.

DocuSign Envelope ID: C1C061A8-0891-4C61-B745-F84B8C1D0E2E

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4.3 Enurement

This Amendment will enure to the benefit of and be binding upon the respective successors (including any successor by reason of the amalgamation or statutory arrangement of any Party) and permitted assigns of the Parties.

4.4 Further Assurances

Each Party upon the request of the other shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further documents, instruments or assurances as may be reasonably required to carry out the intent of this Amendment.

4.5 Counterparts

This Amendment may be executed in any number of counterparts (including counterparts by facsimile or electronically (PDF)) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[The remainder of this page is intentionally left blank. Signature pages follow.]

DocuSign Envelope ID: C1C061A8-0891-4C61-B745-F84B8C1D0E2E

IN WITNESS WHEREOF the Parties have executed this Amendment on the date first above written.

WONDERFI TECHNOLOGIES INC.

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Per: Name: Dean Skurka Title: CEO

COINSQUARE LTD.

Per:

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Name: Martin Piszel Title: CEO

COINSMART FINANCIAL INC.

Per: Name: Justin Hartzman Title: CEO

[Amendment No. 3 to Business Combination Agreement]