WonderFi Technologies Inc. Sample Contracts

DEFI VENTURES INC.
Subscription Receipt Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia

Computershare Trust Company of Canada, a trust company existing under the laws of Canada (the “Subscription Receipt Agent”)

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WONDERFI TECHNOLOGIES INC. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]
Indenture • October 5th, 2023 • WonderFi Technologies Inc. • Blank checks • New York

This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

COINBASE INSTITUTIONAL CLIENT AGREEMENT
Institutional Client Agreement • August 19th, 2022 • WonderFi Technologies Inc. • New York

This COINBASE INSTITUTIONAL CLIENT AGREEMENT (“Agreement”) is effective as of date last signed below (the “Effective Date”) and is entered into by Coinbase, Inc. (“Coinbase”), a Delaware corporation, and the counterparty client entity identified on the signature page hereto (“Client”).

AMENDING AND ASSIGNMENT AGREEMENT (the “Agreement”)
Amending and Assignment Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia
COINBASE CUSTODY CUSTODIAL SERVICES AGREEMENT
Custodial Services Agreement • August 19th, 2022 • WonderFi Technologies Inc. • New York

This Custodial Services Agreement (“Agreement”) is made by and between DeFi Ventures Inc. (“Client”) and Coinbase Custody Trust Company, LLC, with an address at [*****] (“Coinbase Custody”). This Agreement governs Client’s use of the Custodial Services (as defined herein) provided by Coinbase Custody as a fiduciary to Client’s assets.

AGENCY AGREEMENT
Agency Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia

The undersigned, PI Financial Corp. ("PI" or the "Lead Agent"), as lead agent and sole bookrunner, and Canaccord Genuity Corp. ("Canaccord", and together with PI, the "Agents") understand that DeFi Ventures Inc. (the "Company") proposes to create, issue and sell 17,715,000 subscription receipts of the Company (each, a "Subscription Receipt" and collectively, the "Subscription Receipts") pursuant to a brokered private placement at the Offering Price (as defined below), for aggregate gross proceeds of $17,715,000 (the "Offering"), subject to the terms and conditions set out below.

UNDERWRITING AGREEMENT
Underwriting Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia
AMALGAMATION AGREEMENT AMONG: AUSTPRO ENERGY CORPORATION AND: 1302107 B.C. LTD. AND: DEFI VENTURES INC.
Amalgamation Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto do hereby covenant and agree as follows:

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