Defi Technologies, Inc.

Composition

The Committee shall be comprised of three directors as determined by the board of directors, all of whom shall meet any independence requirements ofNational Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”), 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 (the “SEC”),1 subject in each case to applicable transition provisions or exceptions.

At least one member of the Committee must be an “audit committee financial expert” as defined under applicable SEC rules. All members of the Committee shall be financially literate. For the purposes of this Charter, the definition of “financially literate” is the ability to read and understand a set of fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Committee members may be removed from the Committee, with or without cause, by the Board. Unless a Chair is elected by the full board of directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.