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”)
BUSINESS COMBINATION AGREEMENT A M O N G WONDERFI TECHNOLOGIES INC. and WONDERFI TECHNOLOGIES INC. ON BEHALF OF A CORPORATION TO BE INCORPORATED AS A WHOLLY-OWNED SUBSIDIARY and COINBERRY LIMITED and ANDREI POLIAKOV and EVAN KUHN MADE AS OF APRIL 17, 2022Business Combination Agreement • August 19th, 2022 • WonderFi Technologies Inc. • British Columbia
BUSINESS COMBINATION AGREEMENT B E T W E E N WONDERFI TECHNOLOGIES INC. andAgreement • August 19th, 2022 • WonderFi Technologies Inc. • Ontario
The above directors will hold office from the Effective Date until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.
COINBASE INSTITUTIONAL CLIENT AGREEMENTCoinbase 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 AGREEMENTCoinbase 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 AGREEMENTAgency 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 AGREEMENTUnderwriting 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:
