WonderFi Technologies Inc. — Remuneration Information 2026

May 20, 2026

WONDERFI TECHNOLOGIES INC.
(“WonderFi” or the “Company”)

STATEMENT OF EXECUTIVE COMPENSATION

For the Fiscal Year Ended December 31, 2025

As prescribed by applicable Canadian securities law requirements including as set out in National Instrument Form 51-102F6 – Statement of Executive Compensation (the “Form F6”), the following information regarding executive compensation is presented for the period ended December 31, 2025, WonderFi’s most recently completed financial year (“Financial Year 2025”) and sets forth compensation for each of the named executive officers and directors of WonderFi as of Financial Year 2025 (the “Statement of Executive Compensation”).

GENERAL

For the purpose of this Statement of Executive Compensation:

“CEO” means an individual who acted as chief executive officer of WonderFi, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of WonderFi, or acted in a similar capacity, for any part of the most recently completed financial year;

“Named Executive Officer” or “NEO” means each of the following individuals:

a) a CEO;
b) a CFO;
c) each of the three most highly compensated executive officers of WonderFi, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form F6, for that financial year; and
d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

NAMED EXECUTIVE OFFICERS

As at the end of Financial Year 2025, WonderFi had the following Named Executive Officers:

• Dean Skurka, President, Chief Executive Officer and Director
• Robert Halpern, Executive Chairman of the Board and Director
• Gordon Brocklehurst, Chief Financial Officer
• Christopher Pollock, Senior Vice-President - Product & Trading
• Naveen Maher, Chief Compliance Officer

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Compensation Discussion and Analysis

The purpose of the below compensation discussion and analysis is to provide information about WonderFi's philosophy, objectives and processes regarding compensation paid, made payable, awarded, granted, gave or otherwise provided to each NEO and director for Financial Year 2025.

Objectives of the Compensation Program or Strategy

WonderFi's compensation program is designed to attract and retain qualified and experienced executives who will contribute to, and be invested in the success of, WonderFi.

What the Compensation Program is Designed to Reward

WonderFi's compensation program is designed to ensure a competitive compensation package and a strong link between corporate performance and compensation so that senior executive officers are motivated through the program to act in the best interest of WonderFi and to enhance long-term shareholder value.

Each Element of Compensation and Why WonderFi Chooses to Pay Each Element

The compensation of the Named Executive Officers includes three major elements: (a) base salary; (b) an annual, discretionary cash bonus; and (c) long term equity incentives, consisting of restricted share units ("RSUs"), performance share units ("PSUs"), deferred share units ("DSUs") and/or stock options ("Options") under the Company's omnibus equity incentive plan (the "WonderFi Incentive Plan").

The following table provides a broad overview of the elements of WonderFi's compensation program for Financial Year 2025.

Element	Award Type	Objective	Key Features
Base Salaries	Salary	To provide a basic level of reward based on responsibilities and experience	Non-discretionary fixed regular cash payments based upon the performance of day-to-day executive level responsibilities
Cash Bonuses	Annual non-equity incentive plans	To motivate each Named Executive Officer in achieving key corporate objective and individual performance	Cash payments based upon the achievement of corporate objectives and individual performance, subject to final approval by the board of directors of the Company (the “WonderFi Board”)
Equity Incentives	Equity Incentives	To reward long-term performance by providing NEOs with the opportunity, through grants of equity incentives, to acquire an interest in WonderFi and benefit from WonderFi’s growth	Awards of equity including Options, RSUs, PSUs, and DSUs (each, an “Award”)

How WonderFi Determines the Amount for Each Element

WonderFi's Compensation, Nominating and Governance Committee (the "Committee") administers its compensation program and makes recommendations to the WonderFi Board. In making compensation recommendations to the WonderFi Board, the Committee generally considers: (i) the duties of each individual, his or her past service and continuing responsibilities; (ii) the position or job description of individuals, their short and long-term objectives, goals and performance measurement indicators; (iii) WonderFi's performance and shareholder returns; and (iv) the form and amount of compensation awarded by comparable companies and competitors.

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Base Salaries

Base compensation for the Named Executive Officers is set annually, having regard to market conditions, the individual’s job responsibilities, contribution, experience and proven or expected performance, as well as to subjective factors such as leadership, commitment and attitude. The Committee also considers publicly available information regarding the compensation levels of executives of early-stage technology companies. WonderFi’s goal is to pay base salaries to its officers that are competitive when compared to those holding similar positions in companies of comparable stage of development within the crypto and blockchain industries, in order to attract and retain executive talent in the market in which WonderFi competes for talent.

Equity Incentives

The Committee does not employ a prescribed methodology when determining recommendations for the grant or allocation of Awards to NEOs. However, recommendations for Awards consider the general factors listed above in “Base Salaries”, the aggregate maximum number of equity incentives available for issuance under the WonderFi Incentive Plan, as well as such as Awards made in previous years and the number of Awards held by each individual.

Granting of any other types of equity-based or equity-related awards not otherwise described more specifically in the summary of share-based compensation terms is subject to TSX approval.

Cash Bonuses

Cash bonuses awarded at the recommendation of the Committee are intended to be generally competitive with the market, while rewarding NEOs for meeting performance goals. The Committee considers not only WonderFi’s performance during the year with respect to the qualitative and quantitative goals, but also considers market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances.

How Each Element of Compensation and WonderFi’s Decisions About That Element Fit into WonderFi’s Overall Compensation Objectives and Affect Decisions About Other Elements

WonderFi’s approach to executive compensation is built on the principle of total rewards which considers base salaries, equity incentives and discretionary cash bonuses. Each component is intended to align with WonderFi’s compensation philosophy and objectives, and demonstrate clear alignment between compensation and WonderFi’s business strategy.

Benchmarks

WonderFi did not identify specific performance goals or benchmarks related to executive compensation for Financial Year 2025, but does, from time to time, review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within WonderFi’s industry.

Compensation Based Risk

WonderFi has not formally considered the implications of the risks associated with WonderFi’s compensation policies or practices for Financial Year 2025. However, when setting compensation levels, the WonderFi Board seeks to alleviate risk by having a balance of short-term and long-term compensation. For example, Options typically do not vest immediately, which allows for continued appreciation over the term of an Option. As a part of reviewing compensation levels, the WonderFi Board and Committee seek an appropriate balance of base salary, variable pay opportunities based on the achievement of individual and corporate performance objectives, Option grants and RSU grants to balance the short-term and long-term interests of WonderFi by tying compensation to the achievement of the business objectives of WonderFi, while also ensuring that the executive and certain other employees of WonderFi have sufficient equity exposure to align their interests with the interests of its shareholders.

WonderFi believes that its compensation policies reflect an appropriate mixture of guaranteed compensation, incentive-based compensation through short-term and long-term incentive plans, and risk mitigation. WonderFi currently believes

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that its compensation policies and practices will not lead to inappropriate or excessive risk taking on the part of its executive officers or other employees of WonderFi.

Anti-Hedging Policy

NEOs are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

Performance Graph

The graph compares the yearly percentage change in the cumulative total return on the common shares of the Company (the "WonderFi Shares") with the cumulative total return of the S&P/TSX Composite Index over the period from August 31, 2021, to December 31, 2025. The graph illustrates the cumulative relative return on a $100 investment in the WonderFi Shares made on August 31, 2021, as compared with the cumulative return on a $100 investment in the S&P/TSX Composite Index. Distributions and dividends are assumed to be reinvested.

The performance as set out in the graph does not necessarily indicate future price performance.

Cumulative Total Return for Five-Year Period

The compensation policy for the Company's directors and Named Executive Officers is primarily tied to the financial performance of the business and long-term shareholder value and not specifically to the performance of the WonderFi Shares.

There is no direct correlation between the performance of the WonderFi Shares and executive compensation. The price of the WonderFi Shares may be affected by factors beyond the control of the Company, including general and industry-specific economic and market conditions. The Committee evaluates performance by reference to the overall direction and success of the Company rather than by any short-term fluctuations in the trading price of the WonderFi Shares.

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Share-Based and Option-Based Awards

Under the WonderFi Incentive Plan, WonderFi can grant Awards amongst its various organizational levels including employees, directors, officers, and consultants. All Awards are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions provided in the WonderFi Incentive Plan and any grant.

The Committee does not employ a prescribed methodology when determining recommendations for the grant or allocation of Awards to NEOs. In making recommendations for Awards, the Committee considers the general factors listed above, the aggregate maximum number of equity incentives available for issuance under the WonderFi Incentive Plan, as well as Awards made in previous years and the number of Awards held by each individual.

WonderFi believes that granting Awards encourages the maximization of shareholder value by aligning the interests of management with those of WonderFi’s shareholders. (For further information, see “Compensation Discussion and Analysis”).

Compensation Governance

As of Financial Year 2025, WonderFi’s executive compensation program was administered by the Compensation, Nomination and Governance Committee. The purposes of the Committee in connection with the executive compensation program are as follows:

a) to review and approve corporate goals and objectives relevant to executive officer and director performance and evaluate performance to determine compensation;

b) to make recommendations to the WonderFi Board regarding compensation including incentive and equity-based compensation plans; and

c) to review director and executive officer compensation disclosure prior to its public disclosure;

Subject to the powers and duties of the WonderFi Board, the Committee performs the following duties:

a) Recommending to the WonderFi Board:

I. the amount and form of compensation to award to directors, the chairperson of the WonderFi Board and the chair of each committee;

II. proposals for the compensation of executive officers and management, including salary, bonus, Options, perquisites, retirement allowances and all other forms of proposed compensation;

III. proposals for all incentive and equity-based compensation plans and all proposed grants of securities under such plans, and determine whether security holder approval should be obtained;

IV. the approval of agreements relating to employment, consulting and management to be entered into by WonderFi and senior management;

V. employee benefit and retirement plans; and

b) with respect to the CEO:

I. reviewing and approving goals and objectives relevant to the CEO’s compensation;

II. evaluating the CEO’s performance with respect to those goals and objectives; and

III. determining the CEO’s compensation (in both amount and form).

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EXECUTIVE COMPENSATION

Summary of Compensation including Compensation Securities

The following table sets out compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary of the Company, to each applicable NEO, in any capacity, for each of the Company’s financial years ended December 31, 2025, 2024 and 2023.

Name and Position	Year	Salary & Fees Earned ($)	Bonus ($)	Deal Related Cash ($)	Deal Related Shares ($)	Share-Based Awards ($)(1)	Option-Based Awards ($)(1)	All Other Compensation ($)	Total Compensation ($)
Robert Halpern(2)	2025	75,000(3)	393,000(4)	-	-	-	-	2,098,000(4)	2,566,000
Executive Chairman of the Board	2024	150,000(3)	75,000(4)	-	-	845,000	-	312,000(4)	1,382,000
	2023	186,000(3)	50,000	600,000(5)	856,432(5)	-	52,000	-	1,744,432
Dean Skurka	2025	400,000	405,000	-	-	-	-	-	805,000
President, Chief Executive Officer and Director	2024	398,376(6)	240,000	-	-	850,000	-	-	1,488,376
	2023	285,872	225,000	-	-	336,500	339,750	-	1,187,122
Gordon Brocklehurst Chief Financial Officer	2025	300,000	205,000	-	-	-	-	-	505,000
	2024	240,009	65,000	-	-	130,000	114,600	-	549,609
	2023	101,680	15,000	-	-	-	113,250	-	229,930
Christopher Pollock(7)	2025	276,800	75,267	-	-	-	-	151,662(8)	503,729
Senior Vice-President – Product & Trading	2024	275,000	-	-	-	100,000	85,000	456,488(8)	916,488
	2023	179,385	4,262	-	-	-	112,190	180,805(8)	476,641
Naveen Maher(9)	2025	285,000	19,950	-	-	-	-	-	304,950
Chief Compliance Officer	2024	23,750	-	-	-	-	138,400	-	162,150
	2023	-	-	-	-	-	-	-	-

Notes:

(1) WonderFi used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for share-based and Option-based awards, and relied on the following key assumptions and estimates for each calculation: (i) risk-free interest rate of 3.35%; (ii) expected dividend yield of 0%; and (iii) expected volatility of 131%. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.

(2) Mr. Halpern was appointed to the board of directors on July 7, 2023 and on April 16, 2024, Mr. Halpern was appointed Chairman of the Company.

(3) This amount reflects the amounts paid to Mr. Halpern for his services as a director of the Company.

(4) Mr. Halpern entered into a contractor agreement with the Company for the provision of advisory services. Under the terms of the agreement, Mr. Halpern charges fees for his services and is eligible to receive bonus payments and success fees for transactions. The $393,000 amount includes $81,000 that relates to Mr. Halpern’s 2024 contractual performance bonus, which was paid to him during fiscal year 2025. The $2,098,000 amount includes Mr. Halpern’s base consulting fees of $312,000 and $1,786,000, which was previously disclosed in the June 13, 2025 management information circular. This amount has not been paid as of the date of this Statement of Executive Compensation and is contingent and only payable upon the successful closing of the Company’s definitive agreement with Robinhood Markets, Inc. and Wrangler Holdings Inc.

(5) Mr. Halpern received compensation consisting of cash and WonderFi Shares for advisory services in connection with the 2023 acquisition of Coinsquare Ltd. and CoinSmart Financial Inc., prior to his appointment to the WonderFi Board.

(6) Mr. Skurka received $27,500 in connection with his role on the WonderFi Board.

(7) Christopher Pollock was appointed as the Chief Executive Officer of Coinsquare Capital Markets Ltd. on December 31, 2024.

(8) Under the terms of Christopher Pollock’s employment agreement, Christopher Pollock is entitled to a bonus based upon the performance of Coinsquare Capital Markets Ltd.

(9) Naveen Maher was appointed as the Chief Compliance Officer of the Company on December 31, 2024.

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Outstanding Option-Based Awards and Share-Based Awards

The following table sets out all the Option-based and share-based awards outstanding as of December 31, 2025 for Financial Year 2025, for each NEO:

Name and Position	Share-Based Awards			Option-Based Awards
	Number of Shares or Units of Shares That Have Not Vested ($)	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards not paid out or distributed ($)	Number of Securities Underlying Unexercised Options ($)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options ($)
Robert Halpern
Executive Chairman of the Board and Director	2,840,000	852,000	25,500	350,000	0.20	2028-12-06	35,000
Dean Skurka
President, Chief Executive Officer and Director	1,916,667	575,000	820,000	1,500,000	0.20	2028-12-06	150,000
Gordon Brocklehurst
Chief Financial Officer	-	-	150,000	47,538	0.19	2027-05-03	5,229
				288,234	0.12	2028-07-06	51,882
				26,389	0.19	2027-05-03	2,903
				500,000	0.20	2028-12-06	50,000
				500,000	0.29	2029-04-02	5,000
Christopher Pollock
Senior Vice-President – Product & Trading	312,000	93,600	35,100	173,669	0.30	2027-10-01	10,500
				173,669	0.30	2027-10-01	-
				500,000	0.14	2028-11-14	80,000
Naveen Maher
Chief Compliance Officer	-	-	-	500,000	0.32	2028-12-16	-

No compensation security had been repriced, cancelled and replaced, had its term extended, or otherwise been materially modified, during Financial Year 2025.

There are no restrictions or conditions for converting, exercising, or exchanging the compensation securities.

Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2025

The following table sets out incentive plan awards vested during the Financial Year 2025:

Name and Position	Share-Based Awards - Value Vested During the Year ($)	Option-Based Awards - Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
Robert Halpern
Executive Chairman of the Board and Director	187,317	13,627	393,000
Dean Skurka
President, Chief Executive Officer and Director	373,262	58,403	405,000
Gordon Brocklehurst
Chief Financial Officer	-	27,345	205,000

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Name and Position	Share-Based Awards - Value Vested During the Year ($)	Option-Based Awards - Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
Christopher Pollock
Senior Vice-President – Product & Trading	39,248	14,339	75,267
Naveen Maher
Chief Compliance Officer	-	65,388	19,950

Incentive Plan

WonderFi adopted the WonderFi Incentive Plan on June 23, 2021, as amended July 28, 2022, and it is WonderFi’s only equity compensation plan. The WonderFi Incentive Plan is a “rolling” plan, under which 10% of the outstanding WonderFi Shares at any given time are available for issuance thereunder. The purpose of the WonderFi Incentive Plan is to promote the profitability and growth of WonderFi by facilitating the efforts of WonderFi and its subsidiaries to attract and retain directors, senior officers, employees and consultants. The WonderFi Incentive Plan provides an incentive for and encourages ownership of the WonderFi Shares by such persons to induce them to make a maximum contribution to WonderFi’s success and to benefit from increases in the value of the WonderFi Shares.

The WonderFi Incentive Plan was amended to conform with TSX requirements and modified matters requiring shareholder approval at the annual meeting of shareholders of the Company held on September 12, 2022. The WonderFi Incentive Plan can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The following information is intended to be a brief description and summary of the material features of the WonderFi Incentive Plan:

Shares Subject to the WonderFi Incentive Plan

The WonderFi Incentive Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of the WonderFi Shares), provides that the aggregate maximum number of WonderFi Shares that may be issued upon the exercise or settlement of awards granted under the WonderFi Incentive Plan shall not exceed 10% of the issued and outstanding WonderFi Shares from time to time, such number being 666,583,337 WonderFi Shares as of May 20, 2026, the date of this Statement of Executive Compensation. WonderFi may complete additional financings which, if completed in whole or in part, will cause the total number of WonderFi Shares issued and outstanding to increase. Should such financing(s) materialize and the number of issued and outstanding WonderFi Shares increase, the WonderFi Incentive Plan shall still limit the aggregate maximum number of WonderFi Shares that may be issued upon the exercise or settlement of awards at 10% of the issued and outstanding WonderFi Shares.

The WonderFi Incentive Plan is considered an “evergreen” plan, since the WonderFi Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the WonderFi Incentive Plan and the number of awards available to grant increases as the number of issued and outstanding WonderFi Shares increases.

Insider and Related Persons Participation Limit

The WonderFi Incentive Plan provides that the aggregate number of WonderFi Shares (a) issuable to insiders at any time (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares and (b) issued to insiders within any one-year period (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares.

The WonderFi Incentive Plan provides that the aggregate number of WonderFi Shares (a) issuable to related persons at any time (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares and (b) issued to related persons within any one-year period (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares. The total number of WonderFi Shares issuable to any one related person and the associates of such related person under the WonderFi Incentive Plan and all other security-based compensation arrangements within any one-year period shall not exceed 5% of the WonderFi Shares then outstanding.

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While the WonderFi Shares are listed on the TSX, the aggregate number of WonderFi Shares issued or issuable to persons providing investor relations activities as compensation within a one-year period, shall not exceed 1% of the total number of WonderFi Shares then outstanding.

Furthermore, the WonderFi Incentive Plan provides that (i) WonderFi shall not make grants of awards to directors if, after giving effect to such grants of awards, the aggregate number of WonderFi Shares issuable to directors, at the time of such grant, under all of WonderFi’s security-based compensation arrangements would exceed 1% of the issued and outstanding WonderFi Shares on a non-diluted basis, and (ii) within any one financial year of WonderFi, (a) the aggregate fair value on the date of grant of all Options granted to any one non-employee director shall not exceed $100,000, and (b) the aggregate fair market value on the date of grant of all awards (including, for greater certainty, the fair market value of the Options) granted to any one non-employee director under all of WonderFi’s security based compensation arrangements shall not exceed $150,000; provided that such limits shall not apply to (x) awards taken in lieu of any cash retainer or meeting director fees, and (y) a one-time initial grant to a non-employee director upon such non-employee director joining the WonderFi Board.

Any WonderFi Shares issued by WonderFi through the assumption or substitution of outstanding Options or other equity-based awards from an acquired company shall not reduce the number of WonderFi Shares available for issuance pursuant to the exercise of awards granted under the WonderFi Incentive Plan.

Administration of the WonderFi Incentive Plan

The “Plan Administrator” is determined by the WonderFi Board. The WonderFi Incentive Plan may in the future continue to be administered by the WonderFi Board itself or delegated to a committee of the WonderFi Board. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the WonderFi Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to WonderFi, the number of WonderFi Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the WonderFi Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the WonderFi Incentive Plan and may adopt guidelines and other rules and regulations relating to the WonderFi Incentive Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the WonderFi Incentive Plan.

Eligibility

All directors, employees and consultants are eligible to participate in the WonderFi Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the WonderFi Incentive Plan will be determined in the sole and absolute discretion of the Plan Administrator.

Types of Awards

Awards of Options, RSUs, PSUs and DSUs may be made under the WonderFi Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the WonderFi Incentive Plan and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the WonderFi Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or WonderFi Shares issued pursuant to awards.

Options

An Option entitles a holder thereof to purchase a prescribed number of WonderFi Shares from treasury at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each Option is granted, which exercise price must in all cases be the volume weighted average trading price of WonderFi Shares on the primary exchange

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on which the WonderFi Shares are then listed for the five trading days immediately preceding the date of grant, calculated by dividing the total value by the total volume of WonderFi Shares traded for the relevant period (the “Market Price”); provided that, for so long as the WonderFi Shares are listed and posted for trading on the primary exchange on which the WonderFi Shares are then listed, the Market Price shall not be less than the market price, as calculated under the policies of the primary exchange on which the WonderFi Shares are then listed; and provided, further, that with respect to an award made to a U.S. taxpayer such participant, the class of shares and the number of shares subject to such award shall be identified by the Plan Administrator prior to the start of the applicable five trading day period. In the event that such WonderFi Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such WonderFi Shares as determined by the WonderFi Board in its sole discretion and, with respect to an award made to a U.S. taxpayer, in accordance with Section 409A of the United States Internal Revenue Code of 1986 (the “Code”).

Subject to any accelerated termination as set forth in the WonderFi Incentive Plan, each Option expires on its respective expiry date. The Plan Administrator will have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator or as otherwise set forth in any written employment agreement, award agreement or other written agreement between WonderFi or a subsidiary of WonderFi and the participant. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the WonderFi Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. Subject to the policies of any stock exchange on which the WonderFi Shares are listed, a participant may, in lieu of exercising an Option pursuant to an exercise notice, elect to surrender such Option to WonderFi (a “Cashless Exercise”) in consideration for an amount from WonderFi equal to (i) the Market Price of the WonderFi Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the Option (or portion thereof) surrendered relating to such WonderFi Shares (the “In-the-Money Amount”) by written notice to WonderFi indicating the number of Options such participant wishes to exercise using the Cashless Exercise, and such other information that WonderFi may require. Subject to the provisions of the WonderFi Incentive Plan and the policies of any stock exchange on which the WonderFi Shares are listed, WonderFi will satisfy payment of the In-the-Money Amount by delivering to the participant such number of WonderFi Shares having a fair market value equal to the In-the-Money Amount.

Restricted Share Units

A restricted share unit is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi which entitles the holder to receive one WonderFi Share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the WonderFi Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “RSU Service Year”).

The number of RSUs (including fractional RSUs) granted at any particular time under the WonderFi Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (b) the greater of (i) the Market Price of a WonderFi Share on the date of grant and (ii) such amount as determined by the Plan Administrator in its sole discretion. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable WonderFi Share in respect of each vested RSU, (b) a cash payment or (c) a combination of WonderFi Shares and cash. Any such cash payments made by WonderFi shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date. Subject to the provisions of the WonderFi Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no WonderFi Share shall be issued or cash payment shall be

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made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A PSU is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi, which entitles the holder to receive one WonderFi Share (or the value thereof) for each performance share unit after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant’s service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Plan Administrator may, from time to time, subject to the provisions of the WonderFi Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “PSU Service Year”).

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable WonderFi Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of WonderFi Shares and cash. Any such cash payments made by WonderFi to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date. Subject to the provisions of the WonderFi Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no WonderFi Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Deferred Share Units

A DSU is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi which entitles the holder to receive one WonderFi Share (or, at the election of the holder and subject to the approval of the Plan Administrator, the cash value thereof) for each deferred share unit on a future date. The WonderFi Board may fix from time to time a portion of the total compensation (including annual retainer) paid by WonderFi to a director in a calendar year for service on the WonderFi Board (the “Director Fees”) that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the WonderFi Incentive Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, DSUs shall vest immediately upon grant. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of Director Fees that are to be paid in DSUs, as determined by the Plan Administrator, by (b) the Market Price of a WonderFi Share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one fully paid and non-assessable WonderFi Share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the WonderFi Incentive Plan by WonderFi to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date.

Dividend Equivalents

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on WonderFi Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per WonderFi Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

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Share Based Awards

The Plan Administrator may grant other types of equity-based or equity-related awards not otherwise described by the terms of the WonderFi Incentive Plan (including the grant or offer for sale of unrestricted WonderFi Shares) in such amounts and subject to such terms and conditions, including, but not limited to, being subject to performance criteria, or in satisfaction of such obligations, as the Plan Administrator shall determine. Such awards may involve the transfer of actual WonderFi Shares to participants, or payment in cash or otherwise of amounts based on the value of WonderFi Shares. The grant of any other types of equity-based or equity-related awards not otherwise described more specifically in the summary of the WonderFi Incentive Plan is subject to the prior approval of the TSX.

Black-out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of WonderFi exists, the expiry of such award will be the date that is 10 business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the WonderFi Incentive Plan does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond 10 years from its date of grant, except where shareholder approval is received or where an expiry date would have fallen within a blackout period of WonderFi. All awards must vest and settle in accordance with the provisions of the WonderFi Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the WonderFi Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant's applicable employment agreement, award agreement or other written agreement:

Pension Plan Benefits

As at December 31, 2025, WonderFi did not have a formal pension plan or any other plan that provides payment or benefits at, following or in connection with retirement.

Event	Provisions
Termination for Cause/Resignation	Any Option, RSU, PSU, DSU or other award held by the participant that has not been exercised, surrendered or settled as of the termination date of the participant, as defined and determined in accordance with the WonderFi Incentive Plan (the “Termination Date”) shall be immediately forfeited and cancelled as of the Termination Date.
Termination without Cause	A portion of any unvested Options, RSUs, PSUs, DSUs or other awards shall immediately vest, such portion to be equal to the number of unvested Options, RSUs, PSUs, DSUs or other awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options, RSUs, PSUs, DSUs or other awards were originally scheduled to vest. Any vested Options may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled within 90 days after the Termination Date. In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the Termination Date, vested DSUs will be settled in accordance with the
	90 days after the Termination Date. In the case of a vested award not other than an Award, the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled within 90 days after the Termination Date. In the case of a vested award not a U.S. taxpayer, vested RSUs will be settled within 90 days after the Termination Date, vested DSUs will be settled in accordance with the

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Event	Provisions
	participant’s DSU Election Notice (as such term is defined in the WonderFi Incentive Plan), and PSUs will be settled within 90 days after the Termination Date, provided that in all cases such PSUs will be settled by March 15th of the year immediately following the calendar year in which the Termination Date occurs.
Disability	Any award that has not vested as of the date of the Termination Date shall vest on such date. Any vested Option may be exercised at any time until the expiry date of such Option. Any vested award other than an Option, that is held by a participant that is not a U.S. taxpayer, will be settled within 90 days after the Termination Date. In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the Termination Date, vested DSUs will be settled in accordance with the Participant’s DSU Election Notice, and PSUs that become vested will be settled within 90 days after the Termination Date, provided that in all cases such PSUs will be settled by March 15th of the year immediately following the calendar year in which the Termination Date occurs.
Death	Any award that is held by the participant that has not vested as of the date of the death of such participant shall vest on such date. Any vested Option may be exercised by the participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such Option, and (b) the first anniversary of the date of the death of such participant. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of an award other than an Option, that is held by a participant that is not a U.S. taxpayer, such award will be settled with the participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the participant’s death.

In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the date of death, vested DSUs will be settled in accordance with the participant’s DSU Election Notice, and PSUs will be settled within 90 days after the date of death, provided that in all cases such PSUs will be settled by March 15th of the year immediately following the calendar year in which the death occurs. |
| Retirement | Any (i) outstanding award that vests or becomes exercisable based solely on the participant remaining in the service of WonderFi or its subsidiary will become 100% vested, and (ii) outstanding award that vests based on the achievement of performance goals that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such performance goals. Any vested Option may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such Option; and (B) the third anniversary of the participant’s date of retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option that is described in (i), such award will be settled within 90 days after the participant’s retirement. In the case of a vested award other than an Option that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with WonderFi or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences (the “Commencement Date”) employment, consulting or acting as a director of WonderFi or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with WonderFi or any of its subsidiaries, any Option or other award held by the participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date. |

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Change in Control

Under the WonderFi Incentive Plan, except as may be set forth in an employment agreement, award agreement or other written agreement between WonderFi or a subsidiary of WonderFi and a participant:

(a) If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy or directorship is terminated by WonderFi or a subsidiary of WonderFi without cause, without any action by the Plan Administrator:

i. any unvested awards held by the participant at Termination Date shall immediately vest;

ii. and any vested awards may be exercised, surrendered to WonderFi, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.

(b) Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the WonderFi Shares will cease trading on the primary exchange on which the WonderFi Shares are then listed, WonderFi may terminate all of the awards, other than an Option held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the WonderFi Incentive Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each award equal to the fair market value of the award held by such participant as determined by the Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. taxpayers will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a “Change in Control”, for the purposes of the WonderFi Incentive Plan, includes (i) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert hereafter acquires the direct or indirect “beneficial ownership” (as defined in National Instrument 62-104 – Take-over Bids and Issuer Bids of the Canadian Securities Administrators) of, or acquires the right to exercise control or direction over, securities of WonderFi representing more than 50% of the then issued and outstanding voting securities of WonderFi, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of WonderFi with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization; (ii) the sale, assignment or other transfer of all or substantially all of the consolidated assets of WonderFi to a Person other than a subsidiary of WonderFi; (iii) the dissolution or liquidation of WonderFi, other than in connection with the distribution of assets of WonderFi to one (1) or more Persons which were Affiliates of WonderFi prior to such event; (iv) the occurrence of a transaction requiring approval of WonderFi’s shareholders whereby WonderFi is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of WonderFi); (v) individuals who comprise the WonderFi Board as of the date thereof (the “Incumbent Board”) for any reason cease to constitute at least a majority of the members of the WonderFi Board, unless the election, or nomination for election by WonderFi’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board; or (vi) any other event which the WonderFi Board determines to constitute a Change in Control of WonderFi.

Provided that, notwithstanding clauses (i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clauses (i), (ii), (iii) or (iv) above: (A) the holders of securities of WonderFi that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of WonderFi hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of WonderFi in a transaction contemplated in clause (ii) above) (the “Surviving Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“voting power”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner,

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directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a "Non-Qualifying Transaction" and, following the Non-Qualifying Transaction, references in this definition of "Change in Control" to WonderFi shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the "WonderFi Board" shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any award that constitutes "deferred compensation" (within the meaning of Section 409A of the Code), the payment of which is triggered by or would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any participant who is a U.S. taxpayer unless the transaction qualifies as "a change in control event" within the meaning of Section 409A of the Code.

Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding award pass to a beneficiary or legal representative upon the death of a participant, the period in which such award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant's death.

Amendments to the WonderFi Incentive Plan

Subject to the limitations set out in the WonderFi Incentive Plan, a majority of the members of the WonderFi Board, other than directors that would receive, or would be eligible to receive, a material benefit resulting from the amendment, may also from time to time, without notice and without approval of the holders of WonderFi Shares, amend, modify, change, suspend or terminate the WonderFi Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the WonderFi Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the WonderFi Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. taxpayer to be subject to the income inclusion under Section 409A of the Code, as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of any applicable stock exchange, the approval of shareholders is required to affect any of the following amendments to the WonderFi Incentive Plan:

(a) increasing the maximum number of WonderFi Shares issuable where, following the increase, the total number of WonderFi Shares issuable under the WonderFi Incentive Plan is equal to or greater than 10% of the securities of WonderFi (calculated on a non-diluted basis) outstanding as of the date the WonderFi Incentive Plan was last approved by holders of WonderFi Shares;

(b) re-pricing of an award benefiting a related person of WonderFi;

(c) an extension of the term of an award benefiting a related person of WonderFi;

(d) an extension of the term of an award, where the exercise price is lower than the Market Price;

(e) any amendment to remove or to exceed the limits set out in the WonderFi Incentive Plan on awards available to related persons of WonderFi;

(f) amendments to an amending provision within the WonderFi Incentive Plan;

(g) increasing or removing the 10% limits on WonderFi Shares issuable or issued to insiders;

(h) reducing the exercise price of an Option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award) except pursuant to the provisions in the WonderFi Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting WonderFi or its capital;

(i) extending the term of an Option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant or within 10 business days following the expiry of such

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a blackout period);

(j) permitting an Option award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period);
(k) increasing or removing the limits on the participation of non-employee directors;
(l) any amendment to an entitlement to an individual award;
(m) permitting awards to be transferred to a person;
(n) changing the eligible participants;
(o) propose to amend any material term of the WonderFi Incentive Plan, such proposed amendment having first received the approval of a majority of the WonderFi Board; or
(p) deleting or otherwise limiting the amendments that require approval of the shareholders.

Except for the items listed above, amendments to the WonderFi Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of WonderFi for the protection of the participants, (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Termination and Change of Control Benefits

For Financial Year 2025, WonderFi’s contractor agreement with Halpern & Co. Limited (“Halpern Agreement”), and employment agreements with each of Dean Skurka (Chief Executive Officer and Director) (the “Skurka Employment Agreement”), Naveen Maher (Chief Compliance Officer) (the “Maher Employment Agreement”), Gordon Brocklehurst (Chief Financial Officer) (the “Brocklehurst Employment Agreement”), together with the Halpern Agreement, the Skurka Employment Agreement, the Maher Employment Agreement, the “NEO Agreements”) contained provisions that provide for payments at, following, or in connection with any termination, resignation, retirement, a change of control of WonderFi, or a change in a NEO’s responsibilities.

Other than the NEO Agreements, Brandon Skurka, Cong Ly, Andrew Park and Mark Greco had employment agreements that contained provisions that provide for payments following, or in connection with any termination, resignation, retirement, a change of control of WonderFi, or a change in their responsibilities.

For the purposes of the NEO Agreements, a “change of control” means the occurrence of any of the following events:

(i) an acquisition, directly or indirectly, of more than 50% of the issued and outstanding voting securities of WonderFi (including securities of WonderFi on which conversion will become voting securities) by any person or group of persons acting in concert;
(ii) a merger, amalgamation or other business combination of WonderFi with or into another entity, or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately thereafter are owned by persons who were not security holders of WonderFi immediately prior to such merger, amalgamation, business combination or reorganization;
(iii) the exercise of the voting power of any or all securities of WonderFi so as to cause or result in the election of a majority of members of the WonderFi Board who were not previously incumbent directors thereof or the change of a majority of the WonderFi Board over a period of twelve months; or
(iv) the sale, transfer or disposition by the Company of all or substantially all of the assets of the Company.

For the purposes of the NEO Agreements, “good reason” means: (i) a material reduction in the executive officer’s duties, responsibilities or authority; or (ii) a material reduction to the base salary the executive officer was receiving immediately prior to the change of control.

Each of the NEO Agreements may be terminated by the NEO at any time by providing four weeks’ notice. Upon termination for cause or on resignation by the NEO, any Option, RSU, PSU, DSU or other award held by the NEO that has not been exercised, surrendered or settled as of the termination date of the participant, as defined and determined in accordance with the WonderFi Incentive Plan (the “Termination Date”) shall be immediately forfeited and cancelled as of the Termination Date.

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In the event that any of the NEO Agreements are terminated without just cause, WonderFi must provide that NEO with: (a) any accrued wages (including vacation pay and outstanding expense reimbursements, and vacation pay on the minimum statutory notice period required by the British Columbia Employment Standards Act (the "ESA")), and:

(b) for Dean Skurka: twenty-four months' written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, an amount representing the annual target bonus amount for twenty-four months' of service, and the acceleration of vesting for all unvested stock Options and restricted share units granted to Mr. Skurka. In the event of a change of control occurrence, if Mr. Skurka is terminated during the change of control period or resigns for good reason, Mr. Skurka will be entitled to twenty-four months' written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, an amount representing the annual target bonus amount for twenty-four months' of service.

(c) for Halpern & Co. Limited: twenty-four months' written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, an amount representing the annual target bonus amount for twenty-four months' of service, and the acceleration of vesting for all unvested Options and restricted share units granted to Halpern & Co. Limited. Mr. Halpern is also entitled to receive a fee representing 0.75% of the market value of any special project, merger, acquisition, strategic performance initiative or strategic partnership that Mr. Halpern sources, assists with, negotiates for, performs diligence on which closes.

(d) for Gordon Brocklehurst: nine months' written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus three additional months' notice or payment in lieu of such notice after the completion of one year of service.

(e) for Naveen Maher: six months' written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus one additional month's notice or payment in lieu of such notice after the completion of each year of service.

In accordance with the terms of the WonderFi Incentive Plan, any Award granted to the NEO pursuant to their Employment Agreement are treated as follows upon termination without just cause:

(i) a portion of any unvested Award shall immediately vest, such portion to be equal to the number of unvested Options, RSUs, PSUs, DSUs or other awards held by the NEO as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options, RSUs, PSUs, DSUs or other awards were originally scheduled to vest. Any vested Options may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such Option; and (B) the date that is 90 days after the Termination Date.

(ii) if an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled within 90 days after the Termination Date.

In the event that any of the Employment Agreements are terminated for just cause, that NEO will only be entitled to any accrued unpaid wages and vacation pay calculated in accordance with the requirements of the ESA. Pursuant to the WonderFi Incentive Plan, any Award held by the NEO that has not been exercised, surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date.

For one year following any change of control, in the event of termination without just cause, or if the NEO resigns for good reason (in accordance with the procedures outlined in their respective Employment Agreement), that NEO is entitled to receive payment in lieu of notice equal to eighteen months of his or her base salary (provided that, if at any time the ESA provides for a greater entitlement, he will receive the greater entitlement required by the ESA). In order to receive his or her full entitlement to severance pay upon termination without just cause or resignation for good reason, the NEO must execute a full and final general release in favour of WonderFi, otherwise he or she will only receive the minimum statutory entitlement pursuant to the ESA.

In accordance with the terms of the WonderFi Incentive Plan, any Award granted to the NEO pursuant to their Employment Agreement are treated as follows upon a change of control:

(i) any unvested Awards held by the participant at Termination Date shall immediately vest; and

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(ii) any vested Awards may be exercised, surrendered to WonderFi, or settled by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.

Pursuant to each of their respective NEO Agreements, upon termination, if requested by WonderFi, the NEO will immediately resign any directorship or office held in WonderFi or any parent, subsidiary or affiliated company of Company.

Estimated Incremental Payments

The estimated amounts payable under various termination scenarios are outlined in the table below, which estimates assume a termination date of December 31, 2025 for Financial Year 2025.

Name	Termination by executive	Termination with just cause	Termination without just cause	Change of Control with termination
Dean Skurka
President, Chief Executive Officer and Director	-	-	$1,600,000	$1,600,000
Robert Halpern
Executive Chairman of the Board and Director	-	-	$1,296,000	$1,296,000^{(1)}
Gordon Brocklehurst
Chief Financial Officer	-	-	$300,000	$300,000
Naveen Maher
Chief Compliance Officer	-	-	$166,250	$166,250

Notes:

(1) Mr. Halpern entered into a contractor agreement with the Company for the provision of advisory services. Under the terms of the agreement, Mr. Halpern is eligible to receive a fee representing 0.75% of the market value of any special project, merger, acquisition, strategic performance initiative or strategic partnership that Mr. Halpern sources, assists with, negotiates for, performs diligence on which closes. Mr. Halpern's contractor agreement does not include any provisions that contemplate a change of control.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth all amounts of compensation provided to each director (or former director, as applicable) of WonderFi (who is not also a NEO) during the financial year ended December 31, 2025, for Financial Year 2025:

Director Name^{(1)}	Year	Fees Earned ($)	Bonus ($)	Share-Based Awards ($)	Option-Based Awards ($)	All Other Compensation ($)	Total ($)
Justin Hartzman	2025	222,500^{(2)}	-	-	-	240,000^{(2)}	462,500
Wendy Rudd	2025	267,500	-	-	-	75,000^{(3)}	342,500
Kristin McAlister	2025	50,000	-	-	-	-	50,000
Paul Pathak	2025	367,500	-	180,000	-	-	547,500
Noel Biderman
(former director)	2025	-	-	-	-	350,000^{(4)}	350,000
Igor Gimelshtein
(former director)	2025	10,000	-	-	-	350,000^{(5)}	360,000
Rob Godfrey
(former director)	2025	8,333	-	-	-	350,000^{(5)}	358,334

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Notes:

(1) The following directors resigned from the Company's board of directors between the start of the Company's financial year 2025 and the date of this Statement of Executive Compensation: Noel Biderman (February 18th, 2025), Igor Gimelshtein (February 18th, 2025) and Rob Godfrey (February 18th, 2025).

(2) Mr. Hartzman entered into a contractor agreement with the Company for the provision of advisory services. Under the terms of the agreement, Mr. Hartzman charges fees for his services and is eligible to receive bonus payments.

(3) Ms. Rudd (as Chair) is paid board fees for her service on the board of directors of Coinsquare Capital Markets Ltd.

(4) Mr. Biderman was paid this amount in connection with the termination of his contractor agreement with the Company.

(5) Mr. Gimelshtein and Mr. Godfrey were paid this amount in exchange for the cancellation of their outstanding Company equity awards.

Directors - Outstanding Option-Based Awards and Share-Based Awards

The following table sets out all the Option-based and share-based awards outstanding as at December 31, 2025 for Financial Year 2025, for each director (who is not also a NEO):

Director Name	Share-Based Awards			Option-Based Awards
	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards not paid out or distributed ($)	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options ($)
Justin Hartzman	437,000	131,100	14,025	54,044
150,000	0.12
0.20	2028-07-06
2028-12-06	9,728
15,000
Wendy Rudd	522,000	156,000	20,400	200,000	0.20	2028-12-06	20,000
Kristin McAlister	590,000	177,000	25,500	-	-	-	-
Paul Pathak	375,000	112,500	37,500	-	-	-	-
Igor Gimelshtein (former director)	-	-	-	-	-	-	-
Rob Godfrey (former director)	-	-	-	-	-	-	-
Noel Biderman (former director)	-	-	-	-	-	-	-

Directors - Incentive Plan Awards - Value Vested or Earned During the Financial Year Ended December 31, 2025

The following table sets out incentive plan awards vested during the Financial Year 2025:

Director Name	Share-Based Awards - Value Vested During the Year ($)	Option-Based Awards - Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
Justin Hartzman	32,166	7,168	-
Wendy Rudd	37,636	7,793	-
Kristin McAlister	42,019	-	-
Paul Pathak	95,739
Igor Gimelshtein (Former Director)	(22,988)	-	-

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Director Name	Share-Based Awards - Value Vested During the Year ($)	Option-Based Awards - Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
Rob Godfrey
(Former Director)	(13,766)	-	-
Noel Biderman
(Former Director)	956,692	-	-

OTHER COMPENSATION

Other than as set forth herein, WonderFi did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during Financial Year 2025 other than benefits and perquisites which did not amount to $10,000 or greater per individual.