Defi Technologies has elected to follow applicable Canadian Securities Laws and rules of the Cboe Canada Exchange in lieu of the requirements of:

a. Nasdaq Listing Rule 5605(e)(1) (Independent Director Oversight of Director Nominations). Our Compensation, Nomination and Governance Committee (the “CompNomGov Committee”) Charter (the “CompNomGov Charter”) provides that the CompNomGov Committee shall be composed of at least three directors as shall be designated by the Board from time-to-time, the majority of whom shall meet any independence requirements of Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators;

b. Nasdaq Listing Rule 5605(d)(2) (Compensation Committee Composition). Our CompNomGov Charter provides that the CompNomGov Committee shall be composed of at least three directors as shall be designated by the Board from time-to-time, the majority of whom shall meet any independence requirements of Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators;

c. Nasdaq Listing Rule 5620(c) (Quorum). Our bylaws provide that two persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders

d. Nasdaq Listing Rule 5605(c)(2) (Audit Committee Composition). Our Audit Committee (the “Audit Committee”) Charter provides that the Audit Committee shall be comprised of three directors as determined by the board of directors, all of whom shall meet any independence requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company, and the more rigorous independence rules for members of the Audit Committee issued by the Securities and Exchange Commission, subject in each case to applicable transition provisions or exceptions. The Company is utilizing the phase-in provisions of Rule 5615(b)(1)(B) for the Audit Committee Composition requirement permitting one member to not satisfy the requirements. The Company will fully comply with this requirement as of the end of the phase-in period. In connection with relying on the phase-in provisions, the Company will be following Section 3.5 of NI 52-110 regarding the status of the non-independent committee member during the phase-in.