IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –X

In re : Chapter 11
VOYAGER DIGITAL HOLDINGS, INC., et al., : Case No. 22-10943 (MEW)
Debtors. : (Jointly Administered)
– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –X

MOTION FOR APPOINTMENT OF A CHAPTER 11 TRUSTEE

Michelle D. DiVita1 (“Movant”), pursuant to § 1104(a) of title 11 of the United States Code

(as amended, the “Bankruptcy Code”) and Federal Rule of Bankruptcy Procedure 2007.1, hereby

files this motion (the “Motion”) for the entry of an order authorizing the appointment of a Chapter

11 trustee in the above-captioned Chapter 11 cases. In support of this Motion, Movant respectfully

represent the following:

PRELIMINARY STATEMENT

Debtors have a history of financial statement inaccuracies and public misrepresentations

that were known, or reasonably discoverable, at the beginning of the bankruptcy proceeding.

Despite its pre-petition conduct, no party requested an appointment of an independent examiner.

As such, Debtors self-appointed a committee for its investigation. Investigative findings from said

committee only found culpability in a breach of duty of care in one of its loans. Thus, Debtors

remained in control of the estate. As justification for Debtors’ continued control and limited

investigation, Debtors proposed an expeditious plan of sale of substantially all of its assets to its

1
I am a pro se creditor with account ending 67CA who joined the platform in September 2021 after accepting a
click-through Customer Agreement updated August 20, 2021. While I am an attorney licensed to practice in the
states of Illinois (2019) and Minnesota (2022), I have no litigation experience nor had any knowledge of bankruptcy
law prior to this case. Before becoming an attorney, I worked in corporate finance at a Fortune 100 company
reporting and analyzing financial statements and technology transactions.
largest shareholder, borrower, and lender that would return a majority of cryptocurrency to

customers shortly after its December 2022 confirmation hearing. However, the plan collapsed, a

reasonably foreseeable outcome left by Debtors’ repeated inability to conduct due diligence for

the benefit of the estate. Unfortunately, customers are the ones left with claims against an estate

that lost $100 million from repeated mismanagement.

With a history of pre-petition misconduct and a failed attempt at a Chapter 11 plan under

its belt, Debtors have the gall to propose a plan in substantially the same form as the failed

transaction. Conveniently, the new plan contains the same broad-releasing releases without any

additional consideration for its $100 million mishap (barring its previous $600 million+

uncollateralized lending snafu). Even though the failed plan gave a state agency enough time to

find the basis for three (3) claims for securities fraud totaling $40 billion each, the Official

Committee of Unsecured Creditors Committee continues to support the plan, along with expansive

releases, in exchange for first dibs at any litigation arising from the Wind Down Trust. Yet

creditors seem to be the only ones not benefitting, as they are stuck with dollarized claims bearing

the brunt of the market downside and capped on the upside. The people already harmed by Debtors

stand to receive less cryptocurrency from an equally-risky counterparty and no benefit of

additional investigative findings or additional consideration under the current plan. Customers

must somehow trust Debtors to mitigate counterparty and regulatory risk of the Binance

transaction─a task in which Debtors have repeatedly failed ─in order to effectuate a plan risky

enough to warrant a “toggle transaction” as a safeguard. As such, interests of unsecured creditors

have been continuously and expeditiously eroded under Debtors continued management and a

trustee is the most cost-efficient way to bring this case to an equitable end.
 JURISDICTION

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 1334(b) and

157. Venue of these proceedings and this Motion is proper in this district pursuant to 28 U.S.C. §

§ 1408 and 1409. This is a core proceeding under 28 U.S.C. § 157(b). The statutory predicates for

the relief requested herein are Bankruptcy Code §§ 105(a), 1104(a), and 1106(a).

BACKGROUND

2. On July 5, 2022 (the “Petition Date”), Voyager and each of its affiliated debtors

(the “Debtors”) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the

“Voyager Bankruptcy”). The Debtors are operating their business and managing their property as

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These

chapter 11 cases have been consolidated for procedural purposes only and are jointly administered

pursuant to Bankruptcy Rule 1015(b). On July 19, 2022, the United States Trustee for the Southern

District of New York (the “U.S. Trustee”) appointed an official committee of unsecured creditors

(the “Committee”). No request for the appointment of a trustee or examiner has been made in these

chapter 11 cases.

3. Information regarding the Debtors history and business operations, capital

structure, and secured indebtedness, and the events leading up to the commencement of these

Chapter 11 cases can be found in the Declaration of Stephen Ehrlich, Chief Executive Officer of

the Debtors, in Support of Chapter 11 Petitions and First Day Motions [Docket No. 15] (the “First

Day Declaration”) and Second Amended Disclosure Statement Relating to the Third Amended

Joint Plan of Voyager Digital Holdings, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of

the Bankruptcy Code [Docket No. 863] (the “Disclosure Statement”).

 4. At the heart of the Voyager Bankruptcy is that certain Master Loan Agreement

dated March 4, 2022 by and between Voyager Digital, LLC (“OpCo”), HTC Trading, Inc.2

(together with OpCo, “3AC Lender”) and Three Arrows Capital Ltd. (“3AC”) (the “3AC Loan”).

See Exhibit A (“Acceleration Notice”) for the Acceleration Notice and Notice of Event of Default

outlining the loan terms and recall notices.

5. With the 3AC Loan in the spotlight, investigative findings also centered on the 3AC

Loan. The Debtor-appointed Special Committee solely found insider culpability arising from the

3AC Loan, specifically in the form of a breach of the duty of care owed by Stephen Ehrlich

(“CEO”) and Evan Psaropoulos (“CCO”). Debtors settled any of its potential claims against both

CEO and CCO, as well as all insiders, for any claims related to the 3AC Loan (or not), as part of

its sale of substantially all of its assets to West Realm Shires Inc. (“AlamedaFTX”). See Second

Amended Joint Plan of Voyager Digital Holdings, Inc. and Its Debtor Affiliates Pursuant to

Chapter 11 of the Bankruptcy Code [Docket 590] (the “AlamedaFTX Transaction”) at 28, 52-54.

6. Yet before discussions began with 3AC, Debtors conveniently modified its

Customer Agreement on January 7, 2022 to shift the risk of its lending activity directly customers.

More specifically, the change removed any independence or controls between the Debtors’ lending

activity (and resulting borrower risk) from customer’s cryptocurrency deposits. Since “[c]ustomers

sign up for a Voyager account on the Voyager App after digitally executing Voyager’s customer

agreement,” it remains unclear how customers with accounts created prior to January 7, 2022

“digitally execut[ed]” the latest agreement, particularly since the previous version described the

relationship as a “commercial arrangement.” See First Day Declaration at 13; see also Exhibit B

for a redline of the current Customer Agreement to the prior version. Despite this “commercial

2
HTC Trading, Inc. is a wholly-owned affiliate of Debtors but not included in the bankruptcy filing.
arrangement,” Movant did not receive a notice regarding any changes to the agreement she signed

(even though a courtesy email is a commercially reasonable standard) when at least one state’s

data privacy laws require notice of unilateral changes to user agreements for cloud-based

platforms. Specifically, the old version of the Customer Agreement updated on August 21, 2021

made the following promises to customers that no longer exist in the current version:

Section 10(A). Overview.

Other than in extenuating circumstances, the payment, non-payment,

default, or reduction of a particular Loan will not affect Customer’s
Cryptocurrency.

The Loans operate independently from the Rewards Program and to the
extent that a particular Borrower defaults on a Loan, Customer will
nonetheless remain able to access and withdraw Cryptocurrency consistent
with the terms of this Section 10.

Section 10(C). How Rewards Are Paid.

The payment, non-payment, default, or reduction of a particular Loan will

not affect whether or not Rewards are paid.

The Loans operate independently from the Rewards Program and to the
extent that a particular Borrower defaults on a Loan, Customer will
nonetheless earn and be paid Rewards consistent with the terms of this
Section 10.

Id.

Notwithstanding conveniently-timed changes to the Customer Agreement for the risky

3AC Loan, the bankruptcy process brought to light more than a due diligence failure.

7. Despite claims that "Voyager disclosed the size of the 3AC Loan in the Company’s

publicly [sic] filed financial reports . . . [and] disclosed the balance of its seven largest

cryptocurrency loans in its March 31, 2022 quarterly financial statements,” Debtors severely

underreported the 3AC loan balance. See First Day Declaration at 4 n.2. On its publicly filed
financial statements for March 31, 2022, the balance reported for Counterparty B (now known to

be 3AC) totaled $326 million— an amount significantly lower than the approximate $1 billion

value of 15,250 BTC3 and USDC 350,000,000 calculated based on March 31 prices. See Exhibit

C (“Financial Statements”).

8. Despite only reporting a $326 million balance for the 3AC Loan, Debtors confirmed

the 3AC Loan balance on April 3 totaled $935 million, or $609 million more than the amount

disclosed in Debtors’ financial statements published May 16, 2022. See Disclosure Statement at

3
BTC closed at a price of $45,538.68. Bitcoin USD (BTC-USD) Price History, YAHOO FINANCE (last visited Jan.
31, 2023) https://finance.yahoo.com/quote/BTC-
USD/history?period1=1648684800&period2=1648684800&interval=1d&filter=history&frequency=1d&includeAdj
ustedClose=true.
51. No statements of material change regarding crypto assets loaned can be found in the Financial

Statements provided in Exhibit C.

9. In addition to the 3AC loan balance discrepancy, the Voyager Bankruptcy filings

exposed a $1.1 billion shortfall in the reported amount of crypto assets loaned. Debtors reported

a total balance of $2.0 billion balance in crypto assets loaned. See Financial Statements at 21. The

actual loan balance totaled $3.1 billion on April 3. See Disclosure Statement at 51.

10. Additional discrepancies emerged from the underreported loans. For example, the

reported loan balance for AlamedaFTX totaled $728 million. See Financial Statements at 21. Yet,

the AlamedaFTX loan balance on April 3 was actually $1.23 billion. See Disclosure Statement at

51.

11. Debtors materially undervalued BTC to substantiate the underreported amount of

cryptocurrency loaned from its counterparties. Calculating the fair value of BTC shown in the

below excerpt from the Financial Statements results in a coin price of $7,046.23, when the market

price actually closed at $45,538.684 (or approximately 546% higher).

12. Three months after the partial-disclosure of the 3AC Loan balance, the full-

disclosure of the actual balance contained new misleading financial statements. In its public

filings, Debtors provided assurances in regards to its ability to raise capital and meet liquidity

requirements with its assets on hand. More specifically, the Form 51-102F3 filed on June 22, 2022

4
See fn.3, supra.
and attached as Exhibit D (the “Material Change Report”) prefaced the 3AC disclosure by first

summarizing Debtors’ definitive agreement between Voyager Digital Holdings, Inc. (“HoldCo”)

and AlamedaFTX for a $200 million USDC and 15,000 BTC revolver (the “Alameda Loan”). The

Alameda Loan contained the same coin types and similar amounts to the hole left by 3AC totaling

$350 million USDC and 15,250 BTC. As described in the filing, the loan would “help Voyager

meet customer liquidity needs” and “only if such use is needed” because Debtors already had

“US$152 million cash and owned crypto assets on hand.” Id. at 2. News sources and equity

researchers came to the conclusion that a combined disclosure meant “Voyager customers should

therefore not be impacted by the company’s exposure to Three Arrows Capital”5 and only

downgraded the stock from “buy” to “neutral.”6 Debtors led the public to draw this conclusion

during a time when the 3AC Loan was already in default and 3AC continued to default by failing

to pay the fully-recalled loan. See Acceleration Notice at 1.

13. Coinbase, one of the only known publicly-traded and properly-audited

cryptocurrency exchanges to place a bid on Voyager’s assets, was one of the first to catch wind of

Debtors’ financial reporting inconsistences and reportedly backed out of its bid after finding “the

financials don’t add up.”7

5
Tom Carreras, Alameda Bails Out Voyager Digital on News of 3AC Exposure, CRYPTO BRIEFING (June 22, 2022),
https://cryptobriefing.com/voyager-tumbles-by-63-percent-following-news-of-3ac-exposure/.
6
Maria Gracia Santillana Linares, Troubled Crypto Brokerage Voyager Presses Three Arrows Capital To Repay
$650 Million Loan Amid Capital Crunch, FORBES (June 22, 2022),
https://www.forbes.com/sites/mariagraciasantillanalinares/2022/06/22/troubled-crypto-brokerage-voyager-presses-
three-arrows-capital-to-repay-650-million-loan-amid-capital-crunch/?sh=6ecb712fff6f (“This credit line may have
initially worked in some circles as equity research firm BTIG initially maintained Voyager Digital stock a ‘Buy’
rating on its stock Wednesday morning. However, it was immediately downgraded an hour later to ‘Neutral’ per its
latest report when Voyager CEO Steve Ehrlich revealed the true extent of the company’s exposure to 3AC.”).
7
Ian Allison, Binance, FTX Among Crypto Players in Hunt to Buy Voyager Digital Assets as Coinbase Backs Out:
Sources, COINDESK (Aug. 26, 2022) https://www.coindesk.com/business/2022/08/25/binance-ftx-among-crypto-
players-in-hunt-to-buy-voyager-digital-assets-as-coinbase-backs-out-sources/.
 14. Despite a track record of misstated financials, Debtors provided repeated

assurances that its management had the requisite background in the financial sector to weather a

bear market leading up to its bankruptcy. Yet, such statements turned out to be false as further

demonstrated by a series of counterintuitive business decisions: (i) Debtors did not recall any loans

at the onset of “crypto winter”; and (ii) Debtors loaned out more crypto the same day it began

recalling the 3AC Loan, entering into $0.5 billion worth of term sheets with AlamedaFTX for

12,000 BTC8 and 155,000 ETH on June 13.9 See Order (I) Authorizing the Debtors to Return

Collateral and (II) Granting Related Relief [Docket No. 470] at Annex I-II. In addition to

increasing its lending activity in a bear market, Debtors raised capital for TopCo from the same

two parties that held a majority of the loans outstanding for OpCo (i.e., AlamedaFTX and 3AC)

through a private placement of common shares, a move that diluted shareholder value, granted

AlamedaFTX insider status, and compromised the recovery potential for OpCo customers exposed

to undercollateralized loans.10

15. One explanation for the counterintuitive moves of the seasoned financial sector

management stems from Alameda's claims issues arising from the interconnectedness of HoldCo,

OpCo, and TopCo. See Proofs of Claim Nos. 11206, 11209 & 11213 of Alameda Ventures Ltd.

(collectively, the “Alameda Claims”). Stephen Ehrlich signed the Alameda Loan Agreement as

CEO of both HoldCo and TopCo, yet AlamedaFTX asserts OpCo was a party to the loan because

8
The price of BTC closed at $22,487.39 on June 13. See Yahoo Finance https://finance.yahoo.com/quote/BTC-
USD/history?period1=1655078400&period2=1655078400&interval=1d&filter=history&frequency=1d&includeAdj
ustedClose=true.
9
The price of ETH closed at $1,204.58 on June 13. See Yahoo Finance at https://finance.yahoo.com/quote/ETH-
USD/history?period1=1655078400&period2=1655078400&interval=1d&filter=history&frequency=1d&includeAdj
ustedClose=true.
10
Voyager Digital Provides Update on Closing of US$60MM Private Placement of Common Shares Led by Leading
Crypto Companies, Voyager Press Release (May 24, 2022), https://www.investvoyager.com/pressreleases/voyager-
digital-provides-update-on-closing-of-ususd60mm-private-placement-of-common-shares-led-by-leading-crypto-
companies (“Alameda Research was the lead subscriber under the private placement with participation by Galaxy
Digital, Blockdaemon, Digital Currency Group, and Three Arrows Capital, among others.”).
it was made in connection with OpCo’s liquidity needs, a statement consistent with Debtors’ press

release. Id. Another connected entity, HTC Trading, Inc., a wholly-owned entity registered in the

Cayman Islands, is not a party to the bankruptcy despite being a 3AC Lender and the trading arm

of the platform. Debtors conducted business through this entity as “[c]ustomer assets are sent

to/from Binance or HTC Trading wallets.” See Class Action Compl. and Demand for Jury Trial,

Robertson v. Cuban, No. 1:22-cv-22538-RKA (S.D. Fla. Aug. 10, 2022) (ECF No. 1) ¶ 95. The

companies under TopCo shared officers and directors, as well as financing, and intercompany

transactions should be subject to additional scrutiny along with investigation of the beneficial

owners of entities not included as Debtors.

16. Even if its management was properly disinterested amongst the entities, Debtors

failed to manage the business at the most basic levels. It did not fully implement a Risk Committee

despite lending out over $5 billion of its customer deposits at any given time. Debtors engaged in

high-risk, uncollateralized loans or accepted risky collateral (e.g., a borrower’s own exchange

token). While Debtors rely on “consent to rehypothecation” to justify its lending activity in regards

to customer assets, “rehypothecation” applies to collateral or margin accounts. The only

application to Debtors’ business practices stems from collateral held in (apparently very limited)

circumstances for its lending activities. Thus, if Debtors lent out the collateral of its borrowers, it

is highly likely Debtors lent out more cryptocurrency than amounts deposited by customers,

placing such deposits at even greater risk in a highly-leveraged environment. Rehypothecation,

together with its commingling of customer funds, are two practices already known to be high-risk

and favored by the traditional financial sector in which Debtors’ management originates.11

11
See Letter from Senator Warren to Treasury Secretary Yellen, Sept. 15, 2022,
https://www.warren.senate.gov/imo/media/doc/2022.09.15%20Letter%20to%20Treasury%20re%20Crypto%20Risk
s1.pdf (“At the same time, companies like Voyager and Celsius have been commingling – a notoriously risky
banking practice – customer funds with their own assets or with those of other customers, meaning that “customers
Certainly Debtors business practices were inconsistent with the management practices it led

customers to believe, particularly in the case of USDC holders (particularly targeted by Debtors)

who were not even participating in the typical volatility associated with cryptocurrency markets.

17. Other than insiders, regulators appear to be the only other people aware of the true

nature of Debtors ’business practices. Debtors received numerous investigative inquiries and

orders related to the Voyager Earn Program from the Securities and Exchange Commission

(“SEC”) and between March 29, 2022 and April 13, 2022, states including Indiana, Kentucky,

New Jersey, Oklahoma, South Carolina, Alabama, Texas Vermont, and Washington. See Financial

Statements at 26. New Jersey recently filed a claim on December 30, 2022 totaling

$30,599,999,000 for each of the Debtors’ entities, based on its findings that the Voyager Earn

Program violated its securities laws while“ Debtors face [additional] liability for restitution for

defrauding investors.” See Proofs of Claim filed by the State of New Jersey Bureau of Securities

designated Nos. 12036, 12037, 12038 (collectively, the “New Jersey Proofs of Claim”).

18. The Debtors also face criminal liability with the Texas State Securities Board, as

Debtors’ conduct may be “punishable by up to five years’ imprisonment.” See Objection of the

Texas State Securities Board and the Texas Dep’t of Banking to Debtors’ Second Amended

Disclosure Statement Relating to the Third Am. Joint Plan of Voyager Digital Holdings, Inc. and

its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 814] (the “Texas

Disclosure Objection”) at ¶ 32. Setting forth a similar framework for its conclusion as Movant, the

cannot make a claim to their crypto.”). See Caitlin Long, Two Wall Street Terms Every Bitcoin Trader Needs To
Learn Now, FORBES (Aug. 13, 2018), https://www.forbes.com/sites/caitlinlong/2018/08/13/the-r-and-c-words-enter-
the-vocabulary-of-bitcoin-enthusiasts/?sh=732faca868f3 (“Rehypothecation and commingling are pervasive Wall
Street practices that enable the financial system to create more claims to an underlying asset than there are
underlying assets.”).
state also questions Debtors’ fitness to remain in possession of the estate when a trustee

appointment is necessary in light of Debtors’ conduct:

Given that the Debtors’ business was grounded in obvious, and potentially criminal,
violations of money transmission laws, it is unclear why the Debtors remain in
possession and a trustee has not been appointed. See 11 U.S.C. § 1104(a)
(identifying fraud and gross mismanagement as cause for appointing a trustee & (e)
(stating that the U.S. Department of Justice “shall move for the appointment of a
trustee under subsection (a) if there are reasonable grounds to suspect that current
members of the governing body of the debtor [or] the debtor’s chief executive or
chief financial officer …participated in actual fraud, dishonesty, or criminal
conduct in the management of the debtor”). Id. at ¶ 32 n.27.

19. In regards to criminal culpability, reasonable comparisons can be made between

Debtors’ platform and an increasingly-common fraud referred to as a “pig butchering scheme.” A

Texas plaintiff suing Binance describes how she“ was enticed by false promises of . . . financial

prosperity through cryptocurrency investments.” See Suppl. Declaration to the Texas State

Securities Board and the Texas Dep’t of Banking’s Objection to the Debtors’ Second Amended

Plan Disclosure Statement Relating to the Third Amended Joint Plan of Voyager Digital Holdings,

Inc., and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and Obejection to

Debtors’ Motion for Entry of an Order (I) Authorizing Entry into the Binance US Purchase

Agreement and (II) Granting Related Relief [Docket No. 817] (the “Texas Declaration”) at ¶ 47.

The scammers “over subsequent communications, gain [victims’] trust” and by using the

appearance of a legitimate platform, scammers can “convince the victims to purchase fake

investments or otherwise transfer funds to undisclosed criminal enterprises.” Id. at n.4. Binance,

also effectuating transactions for Debtors, may be implicated as a result.

20. The culpability behind Debtors affairs can be seen in the Committee’s legal fees,

with time charged for “[r]esearch regarding states in which Voyager operated illegally.” See First

Interim Application of McDermott Will & Emery LLP for Compensation for Services and
Reimbursement of Expenses as Counsel to the Official Committee of Unsecured Creditors for the

Period from July 22, 2022 through October 31, 2022 [Docket No. 768] (“McDermott Fee

Statement”) at 615.

21. Even if Debtors operated with all of the requisite licenses and filings, Debtors made

a series of misleading statements in its direct communications with depositors and investors

leading up to the Petition Date after the initial recall of the 3AC Loan on June 13, 2022.12

Specifically, Debtors made the following statements regarding its business practices and financial

condition to the public and/or directly to account holders on June 14:

Voyager differentiates itself through a straightforward, low-risk

approach to lending and asset management by working with a select
group of reputable counterparties, which are all vetted through
extensive due diligence by its Risk Committee.13

The company is well capitalized and in a good position to weather

this market cycle and protect customer assets.14

As a public company, Voyager operates with a consistently high

level of transparency, providing regular quarterly financial
statements detailing the company's financial position and financial
statement disclosure surrounding risk management practices and
counterparty exposure. See Exhibit E for the customer email
received by Movant at 10:11 AM EST.

On our balance sheet, Voyager is well-capitalized and positioned to

weather the bear market. Id.

12
See Exhibit A (“On June 13, 2022, at 3:13 p.m. (New York City time), Lender sent written notice to
Borrower exercising the Callable Option with respect to the BTC Open Loan and recalling 1,250 BTC of the BTC
Open Loan (the “Initial Recall Amount”) in accordance with the terms of the Loan Agreement. Borrower failed to
deliver the Initial Recall Amount to Lender when due by the Close of Business on June 15, 2022, which was the
Recall Delivery Date with respect to the Initial Recall Amount.”).
13
See Voyager Digital Provides Update on Asset and Risk Management, Voyager Press Release (June 14, 2022,
7:45 AM ET), https://www.prnewswire.com/news-releases/voyager-digital-provides-update-on-asset-and-risk-
management-301567456.html.
14
Id.
As you personally consider which crypto platform can support you
through all market cycles, I urge you to look at how the company is
disclosing the details of its financial position. Id.
In light of the underreported loans, customers had no way to know the true risk profile of the

Debtors and had to rely on Debtors’ statements regarding its financial condition – statements that

were false and misleading.

22. Debtors continued to make false and/or misleading statements and/or material

omissions after the Petition Date. Debtors claim in multiple bankruptcy filings that the June 14

press release was published before receiving notice of 3AC’s insolvency. See Disclosure Statement

at 52; see Debtors’ Objection to Proofs of Claim Nos. 11206, 11209 & 11213 of Alameda Ventures

Ltd. [Docket No. 929] (“Alameda Claim Obj.”) at n.53. However, Debtors fail to explain why it

proceeded to tweet and send emails to customers linking the press release after it fully recalled the

3AC Loan at 8:07 AM EST. See Exhibit A at 1. Further, Debtors fail to mention that at the time

the press release was issued, it made an initial recall of the 3AC Loan the day prior. With payment

still outstanding at the time of the press release, Debtors were not in a position to make any
definitive statements regarding its financial position, let alone on multiple platforms. It remains

unclear what tipped Debtors off to initially recall the loan on June 13.

23. Despite the aforementioned onslaught of potential civil and criminal liabilities, and

inaccurate financial reports and related misstatements, Debtors have agreed to settle any potential

estate causes of action against the CEO and CCO for a cash contribution of $1,125,000. Based on

the approximate $1 billion value of the transferred customer assets, or “Assumed Liabilities” as

named in the current purchase agreement, with claims valued at the lowest point to date, the CEO’s

cash contribution represents only 0.1125% of the customer assets he mishandled. See Debtors’

Motion for Entry of An Order (I) Authorizing Entry Into the Binance US Purchase Agreement and

(II) Granting Related Relief [Docket No. 775] (as amended, the “Binance APA”) at 1-3, 9. Even

with a generous settlement valuation of $22 million, the settlement only equates to approximately

2.2% of the customer claims portion of the estate.

24. Further, the basis of a < 3% settlement stems from self-reported claims by the CEO

and CCO that they do not have substantial assets. With a repeated history of underreporting

financial items on behalf of Debtors (and at the detriment of creditors), it is unclear why such

statements have not been subject to additional scrutiny by the bankruptcy professionals retained in

the case. Creditors have an interest in finding hidden assets upon the Committee’s conclusion

“that the Debtors have valid and substantial claims against Ehrlich and the CCO for breach of their

duties of care relating to their role in approving Voyager’s ill-fated loans to 3AC.” Yet Committee

agreed to the settlement amount “[i]n light of the limited collectability” despite little to no

indication it seriously pursued avenues for collection. See Letter of the Official Committee of

Unsecured Creditors in Support of Joint Chapter 11 Plan of Voyager Digital Holdings, Inc. and

Its Debtor Affiliates [Docket No. 566] (“Committee Supp. Letter”) at 2, 6. Even with the Debtors’
generous settlement under the proposed plan, Debtors recently removed the exception for fraud

and misconduct for released estate claims. With potentially fraudulent CEO and CCO statements

serving as the basis for releases, the Committee should have automatically objected to the removal

of the exception for the benefit of creditor collection. See Third Amended Joint Plan of Voyager

Digital Holdings, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code

[Docket No. 829] (as amended, the “Binance Plan”) at Exh. B, p. 58. The Committee did not

object to the removal of this language.

25. The CEOs claims of $2.7 million in assets contradict information found in Debtors ’

public filings. Stephen Ehrlich sold shares worth $29,954,000 CAD on February 12th, 2021 and

$15,297,046.6 CAD thereafter.15 Debtors claim the CEO received limited proceeds from the

transaction, however, his ownership interests in the reported entities amounted to some significant

amount of control or benefit. The entities were included as part of the insider disclosures for the

required on Debtors’ OTCQB Certification and CSE Form 2-A mandated in cases with beneficial

ownership or control by an insider. In addition to the CEO’s SJE Consulting, LLC receiving stock

sale proceeds, the CEO’s Honos Financial LLC entity received consulting fees in connection with

his services. Both of these entities received PPP loans16 claiming < $13k in annual payroll expenses

for two reported employees. With limited employee-related expenses, it remains unclear what

business activities could substantiate an insignificant ownership interest in an entity the CEO chose

to hold its stock in. In addition, news reports indicate the CEO has an investment interest in a new

web3 fund, Druid Ventures, although the investment amount is unreported.17

15
Andreas Repeta, Voyager: Distortions Of Price Discovery And Price Symmetry, SEEKING ALPHA (Jun. 07, 2021),
https://seekingalpha.com/article/4433530-voyager-distortions-of-price-discovery-and-symmetry.
16
See Loan #9412327309 for Honos Financial LLC and Loan #8469797306 for SJE Consulting LLC.
17
Lauren Coffey, Exclusive: Tampa entrepreneur launches $12.5M+ web3-focused fund, TAMPA BAY BUSINESS
JOURNAL (Apr. 4, 2022), https://www.bizjournals.com/tampabay/news/2022/04/04/tampa-entrepreneur-launches-
web3-investment-fund.html.
 26. Movant is not the only one suspicious of the CEO’s assets, but Debtors’

professionals have explored and incurred material fees in connection with potential fraudulent

transfers. The Special Committee’s investigation warranted “[l]egal research on fraudulent marital

transfers under Connecticut law” even though the outcome its findings have not been made

available to creditors nor disclosed by Debtors. See Fourth Monthly Fee Statement for

Compensation for Services Rendered and Reimbursement of Expenses Incurred as Special Counsel

to Voyager Digital LLC During the Period of October 1, 2022, through October 31, 2022 at 17.

Debtors professionals also researched fraudulent transfers beyond the Special Committee’s

investigation and prepared memos – incurring more than $17,000 to explore the seemingly

legitimate issue. See Fourth Monthly Fee Statement of Kirkland & Ellis LLP and Kirkland & Ellis

International LLP for Compensation for Services and Reimbursement of Expenses as Counsel to

the Debtors and Debtors in Possession for the Period from October 1, 2022 through October 31,

2022 [Docket No. 692] (“K&E Fourth Fee Statement”) at 26-28.

27. The Committee’s professionals also indicate time spent to “[r]esearch case law and

statutes related to fraudulent transfer doctrine.” See McDermott Fee Statement at 26. However, no

outcome of the Committee’s findings have been published on the docket. The only investigation

results outside of the Committee Supp. Letter can be found in the below excerpt redacted under

temporary seal. Creditors have repeatedly requested the Committee publish the unredacted

findings, as without an examiner it is the only chance at an understanding of the events that

transpired and how Debtors can be held accountable. Yet, the document remains under seal as of

the date of this motion even though the temporary seal automatically lifted in October 2022. See

Objection of the Official Committee of Unsecured Creditors to Debtors’ Motion for Entry of an

Order Approving (I) the Adequacy of the Amended Disclosure Statement, (II) Solicitation and
Notice Procedures, (III) Forms of Ballots and Notices in Connection Therewith, and (IV) Certain

Dates With Respect Thereto [Docket No. 526] (the “Committee Objection”) at ¶ 4 under temporary

seal in accordance with the Common Interest and Confidentiality Stipulation and Protective Order

[Docket No. 408] (the “Protective Order”).

28. With insiders at a heightened risk for preference payments in a “bank run”

scenario,18 two insiders not mentioned in the settlement, but potentially holding positions on the

18
Kitty Calavita et al., Big Money Crime: Fraud and Politics in the Savins and Loan Crisis (University of California
Press, 1997) ("Insiders [owners and officers] know when their bank is failing. If they took $10 million from the till
at this point it would be an easily prosecutable crime. If instead they have the board of directors which they control
pay them a large bonus and/or authorize large dividends at a time when the outside auditors are still blessing the..,
financials and no one writes or says out loud what is really happening one has.., committed an unprosecutable
crime.").
Risk Committee,19 may have substantial assets based on reported stock sales of $3,635,248.75

CAD from Hanshe Gerard, and Janice Barrilleaux sold shares worth at least $3,635,248.75 CAD.20

No investigative findings have been provided to support their release in exchange for no

consideration, nor has confirmation been provided that preference claims do not exist.21

29. The settlement also provides that insiders may be holders of estate claims as

unsecured creditors. It unclear from the filings whether such accounts were examined for

preference payments or if account claims were audited in general. The only insider agreeing to

subordination of their claim is the CCO.

30. Debtors claimed to have 3.5 million active users and total funded accounts of

1,190,000,22 but only 983,931 claims are listed in the 18,000 page PDF of customer claims. See

Second Amended Schedules of Assets and Liabilities of Voyager Digital, LLC (Case No. 22-10945)

[Docket No. 18] (the “Customer Claims Schedule”) at Schedule F Attachment p. 1-18,452. Of the

claims on the schedule, approximately 20% of accounts hold < 10 VGX and nothing else.23 The

volume (~200,000 accounts) of small holdings (< $5) of Debtors’ token (VGX) warrants additional

investigation. Particularly since that is a $1 million recovery to actual creditors in the event such

claims can be traced back to only a handful of beneficiaries. Further, there are twenty (20) accounts

associated with the same last 4 digits as my account number disclosed in FN 1. Not only does this

give rise to questions regarding claims, but the ability and adequacy of the voting procedures that

19
Members of the Risk Committee were not fully disclosed with the only information found in the Disclosure
Statement providing it “included certain officers and other members of the treasury and legal teams.” See Disclosure
Statement at 51.
20
See Repeta, supra.
21
Id.
22
Voyager Digital Reports Revenue of US$102.7 Million for the Quarter Ended March 31, 2022, Voyager Press
Release (May 16, 2022), https://www.prnewswire.com/news-releases/voyager-digital-reports-revenue-of-us102-7-
million-for-the-quarter-ended-march-31--2022--301547719.html.
23
Claims data was analyzed by converting the PDF file format to a .csv file and running the data through Alteryx, a
data science and analytics automation platform.
may be relying on bad or duplicative data. Since insiders may make up a larger percentage of

claims on a dollar basis (as ~60% of account holders have claims under $100), the legitimacy of

the voting procedures and solicitation must be confirmed in order to effectuate a plan with

reasonable confidence regarding its level of approval. With Debtors ability to distinguish

legitimate from illegitimate claims in question, some additional concerns arise in Debtors’ ability

to aggregate 12,000 Proofs of Claim totaling approximately $2.1 billion and object to such claims

in an omnibus fashion. See Debtors’ Motion for an Order (I) Approving (A) Omnibus Claims

Objection Procedures and Form of Notice, (B) Omnibus Substantive Claims Objections, and (C)

Satisfaction Procedures and Form of Notice and (II) Waiving Bankruptcy Rule 3007(e)(6) [Docket

No. 925] at ¶ 9. Debtors’ counsel has had concerns over claims reconciliation and the effect on

solicitation stemming back to November with at least one time entry “Analyze issues re claims

reconciliation and effect on solicitation” and justifiably so given the large volume of claims data.

See K&E Fourth Fee Statement at 53, 90. With 12,000 claims requiring additional analysis, some

confidence in the ability to manage the original 900,000+ claims would be needed to remain

confidence in Debtors’ data consolidation abilities.

31. With minimal value contributed to the estate to date, the estate value has continued

to decrease with over $100 million in costs incurred from the collapse of the AlamedaFTX

Transaction. See Alameda Claim Obj. at ¶ 2. Despite the lack of self-awareness when describing

Alameda’s activities that “duped investors and lenders into funneling billions of dollars into their

crypto [platform], without appropriate controls, governance, and risk-management procedures,”

Debtors assert that “AlamedaFTX won the Voyager auction under false pretenses.” Id. at ¶ 1-2.

However, when Debtors entered into the transaction, management knew or should have known (i)

AlamedaFTX suffered a $1.3+ billion liquidity impairment from Voyager’s collapse; (ii) an
Alameda email address was used for Buyer notices in the AlamedaFTX APA; (iii) Alameda was

its largest shareholder, borrower, and “sophisticated” lender and engaged in the same activities

and comingling of funds that rendered Voyager insolvent; (iv) none of Alameda’s financial

statements were audited and the last audited financial statements of the WRS silo were from

December 31, 2021. See Notice of Filing of First Amendment to Asset Purchase Agreement

[Docket No. 548] (the “AlamedaFTX APA”) at p. 51; See Alameda Claim Obj. at ¶ 1; see

Declaration of John J. Ray III in Support of Chapter 11 Petitions and First Day Pleadings (Case

No. 22-11068-JTD) (“Enron CEO Declaration”) at ¶ 23, 55.

32. Further, value continues to erode as liquidation is a near certainty, yet Debtors

proceeded with KERP bonuses, kept almost all insiders retained, and conduct routine shut downs

to the application for maintenance paid for out of the estate to keep the business running.

Individuals remaining on the payroll include “Chief Marketing Officer” despite clear indication

after two proposed plans of reorganization that Debtors’ rehabilitation is unlikely.

33. Additional diminution of value will certainly result in another failed plan of

reorganization, with $25M in Debtors’ professional fees supporting the first failed plan of

reorganization and $10M incurred for the Committee’s professionals. See Objection to Interim and

Final Fee Application and Motion to Appoint Fee Examiner on this Mega Bankruptcy Case

[Docket No. 924] at ¶ 7. The Binance Plan carries enough of a risk of failure to support a “toggle”

option in the event the sale is not consummated. No financial model has been provided that weighs

the costs of a failed transaction against the toggle transaction, and Debtors plan only resorts to a

toggle transaction in the event the Binance APA falls through (leaving creditors with the option to

support the Binance Plan or allow the Debtors to waste more time going back to the drawing
board). Time is of the essence in the case of dollarized claims, with the creditors left with only the

downside and an upside capped at the claims amount on the Petition Date.

34. Debtors do not a have a track record to support any financial-related assurances

contained in the Binance Plan, nor does Binance have an independent audit of its financials for

Debtors to rely on for proper due diligence as its previously-engaged auditors quit the crypto

industry entirely.

35. Debtors cannot be trusted to weigh regulatory risks associated with the Binance

APA. For example, the sale of “liveness check” selfies includes biometric PII that is heavily

scrutinized and the subject of major class action settlements. Creditors may have additional claims

upon the consummation of sale transaction should such transaction commence in jurisdictions such

as California and Illinois. Movant is unaware whether a privacy ombudsman has been appointed

despite a previous request from the Trustee. Further, its unclear how such data will be used when

Binance will be collecting its own data as part of the KYC onboarding.

36. In addition to financial and regulatory risks, Debtors have included broad-reaching

releases that further compromise plan confirmation. Debtors do not provide additional

consideration to those who “opt-in” to such releases. Those who do not vote automatically “opt-

in” to releases without their explicit consent. Repeated confusion regarding the nature of the

paragraph long releases, and what claims are and are not included (of particular interest to creditors

who want to hold the CEO accountable) remain unclear as repeated questions raised in the

Committee townhalls. The complicated language suggests some creditors may not understand

what they are consenting to. The released parties are not making a substantial contribution towards

the plan. Customers have been instructed by the Committee to approve the plan with releases

because “if the releases are removed, Voyager would not have been required to move forward with
that result" and “[i]f the Plan is not confirmed, there is risk of delay and a significant reduction to

creditor recoveries.” See Committee Supp. Letter at 5-6.

37. In light of the Debtors financial and regulatory misgivings, and multiple allegations

of criminal conduct, an investigation in a neutral, independent manner with the facilitation and

backing of the U.S. Government could explore a Ponzi scheme determination. Some investigation

should be conducted due to the fact that Voyager paid out $182 million in rewards between July

1, 2021 and March 31, 2022, while running a cumulative net loss before income tax since

September 1, 2020. Post-petition losses evidence the same, if not more unprofitability, stemming

from the lack of new deposits that actually funded Debtors’ growth. See Exhibit C at 12. Creditors

might have a shot at a timely and substantial recover if the Internal Revenue Service agrees with

the Ponzi determination and expands current ruling to apply favorable tax treatment to victims of

cryptocurrency platforms.

38. In addition to Ponzi-related investigation efforts, exploration into BTC transfers

moving from Debtors ’associated wallet24 on June 13, the same day the 3AC Loan was initially

recalled, should be investigated. Prior to June 13, the wallet began to send more BTC than received

in March 2022 (a time the regulatory pressure ramped up), with two wallets25 on the receiving end

of the large-volume transactions.26 A series of circular transactions to the same wallet with smaller

24
See wallet address data for “12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW” at the following link:
https://oxt.me/address/12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW
25
Both “1A5PFH8NdhLy1raKXKxFoqUgMAPUaqivqp” and “bc1q8z3tnkvh4s0mjmrrt4gyptakq77m66lqmmrqtw”
are associated with the same wallet as the account in n.24.
26
See e.g., April 8 (https://bitinfocharts.com/bitcoin/block/730983/12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW),
April 11 (https://bitinfocharts.com/bitcoin/block/731443/12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW), and April
transfers to other wallets as beneficiaries (all of which are drained) indicate some “blender” or

“mixing” software might be involved in order to avoid tracing the transactions. The Debtors ’

initially identified wallet maintains a balance that primarily consists of an October 17 BTC transfer

of 6,500, consistent with the recall of the Alameda loan, and indicate a high-probability that the

wallet is associated with Debtors.27

39. The Committee has not provided a sufficient check on the Debtors’ management

based on the passive acceptance of repeatedly-false financial disclosures, failure to object to fraud

exceptions, failure to serve public interest in transparency, limited investigatory efforts with

findings that remain redacted, yet has the responsibility of managing a litigation trust and

appointing a trustee. The Committee has not communicated with creditors beyond four (4) town

halls, a fraction of the communication provided by other cryptocurrency Committees with large

creditor bodies, and customers remain confused asking repeated questions on dollarization of

claims (a subsection that warrants codified reform) and the meaning/impact of the legalese-filled

releases when townhalls are conducted.

RELIEF REQUESTED AND BASIS FOR RELIEF

40. Movant respectfully requests that the Court enter an Order authorizing the

appointment of a Chapter 11 trustee pursuant to §§ 1104(a) and 1104(e) of the Bankruptcy Code

because the required "cause" under § 1104(a)(1) of the Bankruptcy Code exists, the appointment

of a Chapter 11 trustee is in the best interests of creditors, equity security holders, and other

interests of the estate under § 1104(a)(2) of the Bankruptcy Code, and if there are “reasonable

29 (https://bitinfocharts.com/bitcoin/block/734109/12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW) transactions for

examples.
27
See https://bitinfocharts.com/bitcoin/block/759119/12qA97T8hsDgvVoRCXGZifd9PCraqvd2DW providing
additional confirmation Debtors are associated with account in n.24.
grounds to suspect” actual fraud in management and its financial reporting under § 1104(e),

important policy considerations are at play.

41. Section 1104(a) of the Bankruptcy Code governs the appointment of a Chapter 11

trustee and provides, in part, as follows:

At any time after the commencement of the case, but before confirmation of a plan,
on request of a party in interest or the United States trustee, and after notice and a
hearing, the court shall order the appointment of a trustee -
(1) for cause, including fraud, dishonesty, incompetence, or gross
mismanagement of the affairs of the debtor by current management, either
before or after the commencement of the case, or similar cause, but not
including the number of holders of securities of the debtor or the amount of
assets or liabilities of the debtor; or
(2) if such appointment is in the interests of creditors, any equity security
holders, and other interests of the estate, without regard to the number of
holders of securities of the debtor or the amount of assets or liabilities of the
debtor.

42. The appointment of a Chapter 11 Trustee is an extraordinary remedy. In light of the

extraordinary facts of this case, the appointment of a Chapter 11 trustee is warranted for both

“cause” and being in the best interest of creditors and other interests of the estate.

A. Cause Exists to Appoint a Chapter 11 Trustee Under Section 1104(a)(1)

43. Pursuant to section 1104(a)(1) of the Bankruptcy Code, "cause" exists to appoint a

Chapter 11 trustee where there is fraud, dishonesty, incompetence, or gross mismanagement of the

affairs of the debtor. 11 U.S.C. § 1104(a)(1). This is not an exhaustive list. See In re SunCruz

Casinos, LLC, 298 B.R. 821, 828 (Bankr. S.D. Fla. 2003). Courts have considered other factors to

determine whether to appoint a Chapter 11 trustee, such as (a) materiality of the misconduct of the

debtor's management, (b) evenhandedness or lack of same in dealings with insiders or affiliated

entities vis-à-vis other interested parties, (c) existence of prepetition voidable preferences or
fraudulent transfers, (d) willingness or inability of management to pursue estate causes of action,

(e) conflicts of interest on the part of management interfering with its ability to fulfill fiduciary

duties to the debtor, and (f) self-dealing by management or waste or squandering of corporate

assets. See In re Intercat, Inc., 247 B.R. 911, 921 (Bankr. S.D. Ga. 2000). The court has broad

discretion in determining whether the challenged conduct establishes "cause" under section

1104(a)(1). See In re Sharon Steel Corp., 871 F.2d at 1225.

44. Here, Debtors concealed the true nature of its lending activities by publishing

financial reports that materially understated their loan positions by more than $1 billion USD.

Using its false financial statements, potentially inflated account numbers, and a

borrower/shareholder relationship combined with intercompany loans to conceal lending risks,

multiple insiders have profited from Debtors scheme. Some officers cashed out their cheaply-

acquired stock positions at the peak for millions of dollars, while almost all insiders receive five-

figure monthly salaries despite there being no platform or company to operate. Such profiteering

is made off of the backs of customers who deposited money from Debtors’ inducements,

assurances, and false statements regarding the nature of its risk management and business

activities. Despite the handsome take-home pay, Debtors repeatedly fail to conduct even basic, let

alone adequate due diligence related to any of its business dealings. Debtors eroded the value of

the estate both before and after bankruptcy by failing to do the most basic, let alone adequate due

diligence on its leading counterparties. Or maybe due diligence is not the issue as the Special

Committee attests. Rather, 3AC, AlamedaFTX, and Debtors all shared a highly-leveraged,

interconnected asset management strategy propped up by exchange-based tokens to increase the

available amount of leverage, and creative reporting (if any) on its financial statements. Debtors

seem to do the requisite due diligence when protecting themselves, as right before the 3AC Loan
the customer agreement shifted all of the borrower risk to its customers without any notice.

Regardless, hundreds of thousands, if not millions of individuals are left in the wake of

mismanagement at best, or an empathy-devoid level of greed at worst.

45. As the bankruptcy proceedings continue, Debtors have presented a plan containing

broad-reaching releases in exchange for a minimal cash payment, with the total settlement

amounting to ~2% of the estate value despite repeated and proven claims of criminally and civilly

liable business practices. Releases extend beyond those who (minimally) settled, and apply to all

estate claims beyond the limited investigative findings related to the 3AC Loan.

46. Further, corroborating fee statements suggest some form of fraudulent transfers

occurred, unsurprising given the conflicting public record of the CEO and CCO’s lucrative

business dealings. Potential avoidance actions and fraudulent transfers need to be further explored,

particularly given the ability for cryptocurrency to act as a money laundering tool. In the case of

Debtors’ business activities, transactions should be reviewed related to insiders’ customer

accounts, potential transfers to fake or invalid accounts, and suspicious wallet activity arising after

the 3AC Loan and heightened regulatory scrutiny.

47. In exchange for broad-reaching releases, Creditors are left with plan that shields

insider assets, thwarts actual attempts at a worthwhile investigation, all for Debtors to avoid any

form of accountability after losing the deposits of hard-working Americans. Such outcome is not

surprising considering at least one jurisdiction has threatened jail time. However, these types of

self-serving motivations may taint the reliability of the 12+ bankruptcy professionals retained in

connection with these cases, as this case has perpetuated Debtors’ fraud and created a false

narrative that this is a legitimate business enterprise with a chance of rehabilitation.

 48. The majority of the value of the estate derives from customer assets and customer

data. Yet, Debtors acquired the value on the basis of false claims made in regards to management’s

experience, trustworthiness, risk controls, asset management strategy, and financial health. With

no remaining semblance of trust, the fundamental principle of any custodial relationship, Debtors

continue to keep a full staff of highly-paid insiders on payroll at the creditors’ expense. Yet,

somehow Debtors’ managed to erode at least $100 million of value by failing to conduct an iota

of due diligence, going as far as shielding themselves from known liquidity risks stemming from

this Voyager Bankruptcy. All in exchange for a 0.1125% cash payment.

49. Once cause has been established, section 1104(a)(1) requires the appointment of a

Chapter 11 trustee. See Okla. Refining Co. v. Blaik (In re Okla. Refining Co.), 838 F.2d 1133, 1136

(10th Cir. 1988); In re Plaza de Retiro, Inc., 417 B.R. 632, 640 (Bankr. D. N.M. 2009).

50. The record before the Court constitutes sufficient cause to appoint a Chapter 11

trustee under the clear and convincing evidence standard of proof. Accordingly, the appointment

of a Chapter 11 trustee under section 1104(a)(1) is required upon this Motion.

B. The Appointment of a Chapter 11 Trustee is in the Best Interests of Creditors,

Equity Security Holders, and the Other Interests of the Estate Under Section
1104(a)(2)

51. Section 1104(a)(2) of the Bankruptcy Code "create a flexible standard [that] …

allows the appointment of a trustee even where no 'cause' exists, but where to do so would be in

the best interest of the constituents." See In re Ionosphere Clubs, Inc., 113 B.R. 164, 168 (Bankr.

S.D.N.Y. 1990). Even in the absence of "cause" required under section 1104(a)(1) of the

Bankruptcy Code, a court may exercise its discretion and still appoint a trustee under section

1104(a)(2) if doing so is in the best interest of the parties. See In re The 1031 Tax Grp., LLC, 374

B.R. 78, 90-91 (Bankr. S.D.N.Y. 2007). Therefore, the court has even broader discretionary
powers under section 1104(a)(2) and may consider equitable factors to determine whether

appointing a trustee is in the interests of the estate and its creditors. See, e.g., In re Cerleritas

Techs., LLC, 446 B.R. 514, 518 (Bankr. D. Kan. 2011); In re V. Savino Oil & Heating Co., Inc.,

99 B.R. 518, 525 (Bankr. E.D.N.Y. 1989).

52. The factors considered by courts when determining if the appointment of a trustee

is warranted under section 1104(a)(2) include (a) the trustworthiness of the debtor, (b) the debtor's

past and present performance and prospects for rehabilitation, (c) the confidence – or lack thereof

– of the business community and of creditors in present management, and (d) the benefits derived

by the appointment of a trustee, balanced against the cost of the appointment. See In re Euro-Am.

Lodging Corp., 365 B.R. 421, 427 (Bankr. S.D.N.Y. 2007) (quoting In re Ionosphere Clubs, Inc.,

113 B.R. at 168).

53. Generally, Debtors first lost the trust of customers when it concealed $1 billion of

crypto asset loaned. Specifically, Movant, relying on Debtors’ tweets regarding its financial

statements in the 1-2 weeks leading up to the bankruptcy, decided not to withdraw her

cryptocurrency despite known upcoming short-term cash flow pressures. With a genuine curiosity

on how a $600 million loan could take down a multi-billion dollar exchange, and desire to educate

herself for future cryptocurrency-related investments, Movant reviewed Debtors’ financial filings

shortly after the Petition Date. After discovering some inconsistencies and errors, which were hard

to find given Debtors’ unfamiliar bank-like balance sheet, Movant still remained optimistic. The

first erosion of trust started with the redline of the customer agreement. The pointed, unilateral,

risk-shifting nature of the changes, made with zero notice to customers, caused Movant to question

Debtors’ intentions for the first time. When the Disclosure Statement filed more than two months

after the Petition Date showed that the financial statements did not contain mere “inconsistencies”
or “errors,” but an intention to conceal the amount of lending by loaning more than $1 billion the

day after the reporting period ended, Debtors’ self-serving nature was made clear. Any remaining

trust was completely eroded when the CEO, a tenured professional in the traditional financial

sector, claimed only $2.7 in assets─and then the small semblance of hope I had remaining from

my faith in the bankruptcy process disappeared the $1,000+/hour professionals believed him.

54. With the sale or disposal of all assets under both proposed plans, there are no

prospects for rehabilitation. Further, Debtors seek to repeat the past by proposing a plan that takes

the same form of the failed AlamedaFTX Transaction. Under its liquidation options, the Debtors

and the Committee contend that the Binance APA is less expensive than the toggle transaction,

both of which are less expensive than a Chapter 7 liquidation. While creditors may incur more tax

liabilities under Chapter 7 than a liquidating plan under Chapter 11, it remains unclear how the

Binance APA (and its inherent risk) could be less expensive than the toggle transaction (that

removes said risks) without a financial model or information coming from a trusted party. With

financial, regulatory, and counterparty risks stemming from the Binance APA, past-experience

suggests Debtors cannot effectively evaluate and effectuate a plan in substantially the same form

as the failed FTX Transaction.

55. ”Unlike robust investigations by bankruptcy examiners, ‘settlements in bankruptcy

[resulting from committee or trustee investigations] avoid assigning culpability, pretermit fact

finding, and may manipulate consent doctrines in ways that undermine legitimacy in the eyes of

the public and aggrieved constituencies.’” See In re FTX Trading Ltd., et al., Motion of the United

States Trustee for Entry of an Order Directing the Appointment of an Exmainer (Case No. 22-

11068) at ¶ 43. Unfortunately for creditors in this case, an examiner was not appointed early on

(even though examiners were appointed in the Celsius and AlamedaFTX bankruptcy proceedings).
The last round of objections to the Binance APA, and in light of securities fraud findings,

questioning management is not only reasonable under the circumstances, but prudent. Movant has

serious concerns arise in the sale of customers’ biometric PII and the status of the privacy

ombudsman remains unclear.

56. A trustee can provide a non-biased assessment of the cost-benefit analysis of the

Binance APA compared to the toggle transaction, and even liquidation (Movant has experienced

more erosion of value from the estate than any potential tax liability amount). Regardless of

whether the trustee finds the Binance APA or toggle transaction to be favorable, a trustee can

remove broad-reaching releases and other likely-contested elements of the plan to avoid a drawn

out legal proceeding and related professional costs. A trustee can also consolidate investigative

findings from both Debtor and the Committee and explore potential causes of action stemming

from all parties not yet investigated and no longer released, furthering the transparency and

accountability functions of the bankruptcy process. Since at least one state government found

Debtors’ liable for securities fraud, an arm of the Department of Justice would be best-equipped

to manage and coordinate multiple state investigations and claims to make sure adequate recovery

in all jurisdictions is provided. Further, the Committee has not demonstrated it can further

creditors’ best interests to the point where Movant has followed this case and filed this motion out

of a pure moral obligation to object to de minimis releases in light of criminal wrongdoing.

57. The appointment of a trustee in these Chapter 11 cases is clearly in the best interests

of creditors and the estate pursuant to section 1104(a)(2). The benefits of a trustee's objective

management of the debtors far outweighs the costs. Accordingly, the Court should appoint a

Chapter 11 trustee under section 1104(a)(2) upon this Motion.

 C. Policy Considerations

58. Under § 1104(e), the U.S. Trustee must bring a motion to appoint a chapter 11

trustee when there are “reasonable grounds to suspect that current members of the governing body

of the debtor ... participated in actual fraud, dishonesty, or criminal conduct in the management of

the debtor.” While § 1104(e) mandates that a motion be made in the face of such evidence, it does

not change the standards for appointment. Yet, the legislative history of § 1104(e) of the

Bankruptcy Code mandates “vigilance and action where fraud, dishonesty, or criminal conduct by

current members of management is suspected” with no room for discretion. See In re The 1031

Tax Grp., LLC, 374 B.R. 78 (Bankr. S.D.N.Y. 2007).

59. Here, the “reasonable grounds to suspect” standard is not only met, but Debtors

fraud has been proven by the finding of culpability under New Jersey law, in addition to the various

inconsistencies and findings herein between the Financial Statements, First Day Declaration, and

Disclosure Statement. However, Movant – a creditor with an immaterial claim – has incurred the

most loss from her discovery of the financial statement issues and moral (not mandated) obligation

to raise the issue herein. The bulk of the discussions to date surround the cost-benefit analysis of

adversarial matters instead of analyzing the best result for creditors. The bankruptcy court, and

professionals appointed in this case, can lead jurisprudence in cryptocurrency through decisions

that serve to right a wrong. Or maybe that is an argument on why bankruptcy is not the best forum

for this case – it is a system intended to be used for the well-meaning. However, similar to how

fraudsters can exploit vulnerabilities in the financial system, it appears the same has occurred in

the legal system. No Debtor exhibiting such a careless disregard entrusted with the life savings of

others should have made it this far along in the Chapter 11 process, let alone perpetuate a continued

exploitation of people in a focused pursuit for exculpation.

 60. Under section 105(a) of the Bankruptcy Code, courts can, on their own motion,

order the appointment of a Chapter 11 trustee. See United States v. Bond, 762 F.3d 255, 260 n.4

(2d Cir. 2014) Courts rarely exercise this power, doing so only when they must take immediate

action to avoid substantial harm to the estate or prevent an abuse of process (see In re Mother

Hubbard, Inc., 152 B.R. 189, 197 (Bankr. W.D. Mich. 1993)).

61. Disallowance for broker-dealer Ponzi schemes to file a Chapter 11 exists for this

very reason. Debtors have isolated the broker-dealer entity from bankruptcy proceedings, and

while Chapter 11 has been found to benefit customers the same way broker-dealer regulations

have, it requires giving customer-creditors the distribution of assets that would have occurred were

a stockbroker under the Bankruptcy Code. I respectfully ask the court to consider the underlying

intent of the legislation in its review of this Motion, while respecting the nuances that may be

available in cryptocurrency cases favoring Chapter 11 (without loss of the broker-dealer

protections), and whether a trustee would be best-equipped to effectuate a similar result herein.

NOTICE

62. Movant will provide notice of this Motion to the following parties and their

respective counsel as applicable: (a) the Debtors; (b) the U.S. Trustee; (c) the Committee; (d) the

United States Attorney’s Office for the Southern District of New York; (e) the Internal Revenue

Service; (f) the Toronto Stock Exchange; (g) the attorneys general in the states where the Debtors

conduct their business operations; and (h) any party that has requested notice pursuant to

Bankruptcy Rule 2002. Considering the nature of the relief requested herein, the Movant submits

that no other or further notice is necessary.

 NO PRIOR REQUEST

63. No prior request for the relief sought herein has been made by Movant to this Court

or any other court.

[Remainder of page intentionally left blank]

 WHEREFORE, for the foregoing reasons, Movant respectfully requests that this Court

enter an order directing the appointment of a Chapter 11 trustee in these Chapter 11 cases pursuant to

section 1104(a) of the Bankruptcy Code and Bankruptcy Rule 2007.l(a), and granting such other and

further relief as is just and proper.

Respectfully submitted by,

Dated: January 31, 2023

Michelle D. DiVita
Minneapolis, Minnesota
 EXHIBIT A

3AC Acceleration Notice




  
   

808

June 24, 2022

VIA ELECTRONIC MAIL

THREE ARROWS CAPITAL LTD.

operations@threearrowscap.com

cc: loan@tpscap.com

Re: Acceleration Notice and Notice of Event of Default

Ladies and Gentlemen:

Reference is hereby made to (i) that certain Master Loan Agreement, dated March 4,
2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”), by and between Three Arrows Capital Ltd. (“Borrower”), Voyager Digital, LLC
(“Voyager”) and HTC Trading, Inc. (collectively, “Lender”), and Voyager, in its capacity as
administrative agent for Lender (“Administrative Agent”), (ii) that certain Loan Refinance Term
Sheet, dated May 12, 2022 (the “BTC Term Sheet”), by and between Borrower and Lender,
pursuant to which Lender made a loan of 15,250 Bitcoin (“BTC”) on an open/callable basis (the
“BTC Open Loan”), and (iii) that certain Loan Refinance Term Sheet, dated May 13, 2022 (the
“USDC Term Sheet”), between Borrower and Lender, pursuant to which Lender made a loan to
Borrower of 350,000,000 USD Coin (“USDC”) on an open/callable basis (the “USDC Open
Loan”). Capitalized terms used herein but not specifically defined herein shall have the
meanings ascribed to them in the Loan Agreement.

On June 13, 2022, at 3:13 p.m. (New York City time), Lender sent written notice to
Borrower exercising the Callable Option with respect to the BTC Open Loan and recalling 1,250
BTC of the BTC Open Loan (the “Initial Recall Amount”) in accordance with the terms of the
Loan Agreement. Borrower failed to deliver the Initial Recall Amount to Lender when due by
the Close of Business on June 15, 2022, which was the Recall Delivery Date with respect to the
Initial Recall Amount.

On June 14, 2022, at 8:07 a.m. (New York City time), Lender sent written notice to
Borrower exercising the Callable Option with respect to (i) the BTC Open Loan and recalling an
additional 14,000 BTC of the BTC Open Loan and (ii) the USDC Open Loan and recalling
350,000,000 USDC of the USDC Open Loan (collectively, the “Second Recall Amount”), in
each case, in accordance with the terms of Loan Agreement. Borrower failed to deliver the
Second Recall Amount to Lender when due by the Close of Business on June 16, 2022, which
was the Recall Delivery Date with respect to the Second Recall Amount.

LEGAL_US_E # 163836671.2



  
   

THREE ARROWS CAPITAL LTD.

June 24, 202
Page 2
809
NOTICE IS HEREBY GIVEN to Borrower that as a result of Borrower’s failure to
deliver the Initial Recall Amount and the Second Recall Amount to Lender when due, one or
more Defaults and Events of Default have occurred and are continuing under the Loan
Agreement, including, without limitation, an Event of Default under Section X(e) of the Loan
Agreement (the “Specified Event of Default”).

There also may be other Defaults or Events of Default that have occurred and are
continuing. The fact that such other Defaults or Events of Default are not specified herein shall
not be construed as a waiver thereof or a waiver of the right to exercise any rights and remedies
with respect thereto. Lender continues to evaluate their response to the Specified Events of
Default, and may, in its sole discretion, take any and all actions it may deem necessary for
purposes of preserving and protecting the current value of the Collateral securing the
Obligations.

Notwithstanding any prior or contemporaneous discussions or understandings, Lender

has not waived the Specified Events of Default or any other Defaults or Events of Default that
may exist, nor does Lender have any obligation to waive, forebear from exercising their rights
and remedies with respect to any Default or Event of Default (including without limitation, the
Specified Events of Default).

FURTHER NOTICE IS HEREBY GIVEN to Borrower that, pursuant to Section

XI(a) of the Loan Agreement, as a result of the occurrence of the Specified Event of
Default, Lender hereby declares the principal of, and any and all accrued and unpaid
interest and fees in respect of, the BTC Open Loan, the USDC Open Loan, all other Loans,
and all other Obligations, whether evidenced by the Loan Agreement, by the BTC Term
Sheet, by the USDC Term Sheet or by any of the other Loan Documents to be immediately
due and payable, whereupon the same shall become and be immediately due and payable.
LENDER HEREBY DEMANDS that Borrower pay to Lender the full amount of the BTC
Open Loan, the USDC Open Loan and all other Obligations outstanding under the Loan
Agreement, the BTC Term Sheet, the USDC Term Sheet and the other Loan Documents
(including, without limitation, all principal, interest, fees, expenses and charges accrued
through the date of payment by 5:00 p.m. (New York City time) on June 24, 2022.

As of June 24, 2022, the total principal amount of the BTC Open Loan is 15,250 BTC
and the total principal amount of the USDC Open Loan is 350,000,000 (in each case which do
not include accrued interest, fees, expenses and charges payable under the Loan Agreement, the
BTC Term Sheet, the USDC Term Sheet and the other Loan Documents).

This demand for payment is issued to you pursuant to the notice provisions of the Loan
Agreement and shall constitute an Acceleration Notice for all purposes under the Loan
Agreement, the BTC Term Sheet, the USDC Term Sheet, and the other Loan Documents. The
Acceleration Date as referred to in the Loan Agreement shall be June 24, 2022.

LEGAL_US_E # 163836671.2



  
   

THREE ARROWS CAPITAL LTD.

June 24, 202
Page 3
810
Lender hereby further confirms by notice to Borrower that the BTC Open Loan, the
USDC Open Loan and all other Loans (if any) outstanding under the Loan Agreement are hereby
terminated and immediately due and payable pursuant to Section II(d) of the Loan Agreement.

Please be advised that Lender intends to collect the indebtedness due to it under the Loan
Agreement, the BTC Term Sheet, the USDC Term Sheet and other Loan Documents and may
exercise any and all rights and remedies available to it, including, without limitation, such rights
and remedies as are granted pursuant to the terms of the Loan Documents. Nothing herein
contained shall be deemed to be an election of remedies by Lender. The exercise by Lender of
any of its rights and remedies under the Loan Documents shall not be deemed a waiver of or
preclude the exercise of any other of its rights and remedies under the Loan Documents, or any
rights and remedies at law or in equity (and all such rights and remedies are specifically
reserved).

Nothing contained herein nor any delay or failure by Lender in exercising any rights or
remedies under the Loan Agreement, the BTC Term Sheet, the USDC Term Sheet, the other
Loan Documents, or applicable law with respect to the Specified Event of Default shall be
deemed to: (i) constitute a waiver of the Specified Event of Default or any other Default or Event
of Default now existing or hereafter arising or a waiver of compliance with any term or provision
in the Loan Agreement, the BTC Term Sheet, the USDC Term Sheet or any other Loan
Document; (ii) constitute a waiver of any rights, claims, and remedies under the Loan
Documents or applicable law; or (iii) constitute a course of dealing among the parties.

Lender hereby reaffirms that all rights and remedies of Lender at law, at contract, in
equity, or otherwise arising under the Loan Agreement, the BTC Term Sheet, the USDC Term
Sheet or the Loan Documents due to the occurrence and continuation of the Specified Event of
Default are reserved.

Be advised that all money expended by Lender in accordance with the terms of the Loan
Agreement and the other Loan Documents shall, as and to the extent provided in the Loan
Agreement and the other Loan Documents, be added to the outstanding principal indebtedness
secured by the Collateral, shall bear interest, and be subject to the payment of attorneys fees,
costs and expenses as set forth in the Loan Agreement and the other Loan Documents.

[Signature page follows]

LEGAL_US_E # 163836671.2



  
   

THREE ARROWS CAPITAL LTD.

June 24, 202
Page 4
811

Very truly yours,

VOYAGER DIGITAL, LLC, as Lender and

Administrative Agent

By:
Name: 

Title: 

HTC TRADING, INC., as Lender

By:
Name: 


Title:  

LEGAL_US_E # 163836671.2
 812

THREE ARROWS CAPITAL, LTD

Annual Report

December 31, 2020

 EXHIBIT B

Redline of Customer Agreement

Customer Agreement

Updated August 20January 7, 20212022

In consideration of Voyager Digital, LLC, and its agents and assigns, which includes affiliated
entities, (“Voyager”) opening an account (the “Account”) on your (“Customer”) behalf,
Customer represents and agrees to the terms and conditions set forth below (the “Customer
Agreement”). For the avoidance of doubt, this Customer Agreement governs the relationship
between Customer and Voyager exclusively as it relates to the services provided by Voyager as
described herein. Any other services, now or in the future, provided by an affiliate of Voyager,
whether in connection with the Account, or otherwise, unless specifically identified herein shall
not be governed by this Customer Agreement. Customer understands that the Voyager trading
platform (the “Platform”) is operated by Voyager, together with certain of its affiliates (each, an
“Affiliate” and together, the “Affiliates”), and may be accessed via website (the “Website”) and
mobile application (the “App”).

CUSTOMER UNDERSTANDS THAT THE TERMS AND CONDITIONS OF THIS

CUSTOMER AGREEMENT GOVERN ALL ASPECTS OF RELATIONSHIP WITH
VOYAGER REGARDING CUSTOMER’S ACCOUNT. THE CUSTOMER WILL
CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF
THIS CUSTOMER AGREEMENT BEFORE CHECKING THE BOX AND CLICKING
CONTINUE UNDER “BY CREATING AN ACCOUNT, YOU AGREAGREE TO OUR
TERMS” (WHICH ARE AVAILABLE BY CLICKING ON “TERMS” LINK (OR SIMILAR
LINK). IF THE CUSTOMER HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS
IN THIS CUSTOMER AGREEMENT, THE CUSTOMER MAY EMAIL
SUPPORT@INVESTVOYAGER.COM. THE CUSTOMER UNDERSTANDS THAT
CLICKING CONTINUE UNDER “BY CREATING AN ACCOUNT, YOU AGREE TO OUR
TERMS” IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS CUSTOMER
AGREEMENT AND THE CUSTOMER WILL BE LEGALLY BOUND BY ITS TERMS AND
CONDITIONS. BY ENTERING INTO THIS CUSTOMER AGREEMENT, THE CUSTOMER
ACKNOWLEDGES RECEIPT OF THE VOYAGER PRIVACY POLICY.

THE TRADING OF CRYPTOCURRENCY INVOLVES SIGNIFICANT RISK. BY

ENTERING INTO THIS CUSTOMER AGREEMENT, THE CUSTOMER ACKNOWLEDGES
RECEIPT OF THE VOYAGER RISK DISCLOSURE STATEMENT.

1. Acceptance of Terms and Conditions

By using the Platform, Customer agrees to follow and be bound by this Customer Agreement,
including, without limitation, the policies referenced herein. If Customer understands that if they
dodoes not agree to be bound by the terms of this Customer Agreement, that theyCustomer
should not access the Platform. Customer further understands that Voyager has the right to
change and modify the terms and conditions of the Customer Agreement at any time in
Voyager’s sole discretion. If Voyager materially updates, modifies, or revises the Customer
Agreement, Voyager will, at its discretion, post a revised copy of the Customer Agreement on
the Website, or make it available through the App, as further detailed in Section 33 -
Miscellaneous. Other than as may be required pursuant to applicable law, Voyager shall have full
discretion to determine when and how Voyager notifies Customer of changes to the Customer
Agreement. All changes will be effective immediately. Customer understands that by continuing
to use the Platform, accessing the Account, or utilizing the Services (as defined below)
constitutes an act of acceptance with respect to any such changes.

2. Capacity and Status; Eligibility

The Customer represents and warrants that Customer is of legal age under the laws of the state
where the Customer resides and is authorized to enter into the Customer Agreement. Voyager
reserves the right to assess or reassess at any time Customer’s eligibility to maintain an Account
and utilize the Platform. Without limiting the foregoing, by accessing the Platform and utilizing
the Services, Customer acknowledges and understands that laws regarding financial instruments,
which sometimes include Cryptocurrency (as defined below), may vary from state to state, and it
is Customer’s obligation alone to ensure that Customer fully complies with any law, regulation
or directive, relevant to Customer’s state of residency with regard to the use of the Platform and
the Services. For the avoidance of doubt, the ability to open an Account and access the Platform
does not necessarily mean that Customer’s activities in connection therewith are legal under the
laws, regulations or directives relevant to the Customer’s state of residency. “Cryptocurrency”
means any digital asset or digital currency that is available for trading or custody through the
Services.

3. U.S. Residents Only

The Information (as defined below), Platform, and associated Services are intended for U.S.
residents only. They shall not be considered a solicitation to any person in any jurisdiction where
such solicitation would be illegal. The products and services described on the Website and
available through the Platform are offered only in jurisdictions where they may be legally
offered. Neither the Website nor the App shall be considered a solicitation for, or offering of, any
investment product or service to any person in any jurisdiction where such solicitation or
offering would be illegal. Customer understands that Voyager, at Voyager’s sole discretion, may
accept unsolicited accounts from non-U.S. residents, depending on the country of residence and
other factors.

4. Account Opening; Applicable Laws and Regulations

To help the U.S. government better detect the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify, and record information
that identifies each person who opens an Account. Customer understands that when the
Customer opens an Account that Voyager will ask for the Customer’s name, address, date of
birth and other identifying information. Voyager may also ask for copies of the Customer’s
driver's license, passport or other identifying documents. The Customer understands that
Voyager will take steps to verify the accuracy of the information the Customer provides to
Voyager in connection with an Account opening. These verification procedures may, in
Voyager’s sole discretion, require that Customer verify certain information provided to Voyager
or provide additional documentation to Voyager, including but not limited to providing bank
statements, social security number verification, bank account ownership verification, or liveness
checks. Voyager will not open an Account or may restrict Customer’s access to the Account and
the Services at any time and in Voyager’s sole discretion, but in any event until such time as all
verification procedures have been completed to Voyager’s satisfaction.

The Customer further understands that if the Customer attempts to access the Account from a
jurisdiction subject to certain U.S. sanctions or if the Customer is ordinarily resident in such a
jurisdiction, or if Voyager reasonably believes that the Customer is attempting such access or has
become a resident in such a jurisdiction, Voyager may restrict the Account, and any pending
orders may be cancelled. If this happens, the Customer understands that the Customer should
contact support@investvoyager.com, and that the Customer may be asked to provide
supplemental information as part of this process. The Customer further understands that the
Customer must close all Accounts before establishing residency in any jurisdiction subject to
U.S. sanctions.

5. Account Funding; Regulatory Treatment

(A) Customer Cash. Customer understands and acknowledges that theyCustomer may arrange to
deposit United States Dollars (“USD” or “Cash”) into the Account. Cash deposited into the
Customer’s Account is maintained in an omnibus fashionaccount at a bankMetropolitan
Commercial Bank (the “Bank”), which is a member of the Federal Deposit Insurance
Corporation (“FDIC”). CustomerVoyager maintains an agreement with the Bank whereby the
Bank provides all services associated with the movement of and holding of USD in connection
with the provision of each Account. Therefore, each Customer is a customer of the Bank. All
U.S. regulatory obligations associated with the movement of, and holding of, USD in connection
with each Account are the responsibility of the Bank. For purposes of clarity, any services
pertaining to the movement of, and holding of, USD are not provided by Voyager or its
Affiliates. Cash in the Account is insured up to $250,000 per depositor against the failure ofby
the FDIC member bankin the event the Bank fails if specific insurance deposit requirements are
met. FDIC insurance does not protect against the failure of Voyager or any Custodian (as defined
below) or malfeasance by any Voyager or Custodian employee. Voyager and the bank at which
Customer Accounts are held areis not membersa member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) or the Securities Investor Protection Corporation (“SIPC”), and
therefore Customer Cash is not SIPC -protected.

(B) Customer Cryptocurrency Deposits. When Customer initiates a Cryptocurrency deposit (a

“Cryptocurrency Deposit”) into the Customer’s Account, Customer is solely responsible for
executing the Cryptocurrency Deposit properly and accurately. Voyager is not responsible for
any Cryptocurrency until such time as such Cryptocurrency is successfully deposited into the
relevant wallet address provided by Voyager to Customer as evidenced by such deposit
appearing on the relevant block explorer for such deposit. Voyager is not responsible for any
delays, losses or fees in connection with a Cryptocurrency Deposit and is not obligated to assist
or support Customer in any fashion with respect to an unsuccessful Cryptocurrency Deposit or
with respect to any issues that Customer may experience at a point in time prior to the successful
completion of a Cryptocurrency Deposit; provided, however, that Voyager may, in its sole
discretion, provide reasonable assistance to Customer in the event that a Customer requests
assistance in connection with an attempted, failed, erroneous, or otherwise incomplete
Cryptocurrency Deposit, including bybut not limited to, those deposits sent by Customer to a
Cryptocurrency wallet designated by Voyager for a different digital assettype of Cryptocurrency
than the Cryptocurrency being sent by Customer, whether or not such deposit is evidenced on the
Blockchainblockchain. Voyager does not guarantee that any such assistance will result in the
successful completion or remediation of a Cryptocurrency Deposit or the recovery of any
Cryptocurrency. Furthermore, subject to Voyager’s sole discretion, Voyager may charge
reasonable fees in connection with any such assistance upon recovery of Customer assets to
Customer Account. Customer understands that a Cryptocurrency Deposit cannot be reversed
once properly initiated.

(C) Customer Cryptocurrency. Customer authorizes and instructs Voyager to hold Customer’s
Cryptocurrency (whether purchased on the Platform or deposited by Customer into the Account
pursuant to the Cryptocurrency Deposit mechanics outlined above) on its behalf. Customer
understands that Voyager may hold Customer’s Cryptocurrency together with the
Cryptocurrency of other Voyager customers in omnibus accounts or wallets. In addition,
Customer understands and authorizes Voyager to delegate some or all custody functions to one
or more Affiliates or third parties (which may include, but not be limited to exchanges and
custodians) at Voyager’s discretion (each a “Custodian”). Some or all custody functions provided
by a Custodian may be performed, supported, or conducted in foreign jurisdictions, or conducted
by Custodians domiciled, registered, or subject to the laws and regulations of foreign
jurisdictions. Voyager will exercise reasonable skill and care in the selection, appointment, and
periodic review of any such Custodian. Voyager will maintain true, complete and accurate
records relating to Customer Cryptocurrency. Customer and Voyager understand that the legal
treatment of Cryptocurrency is unsettled and disparate across different jurisdictions. In the event
that Customer, Voyager or a Custodian become subject to an insolvency proceeding it is unclear
how Customer Cryptocurrency would be treated and what rights Customer would have to such
Cryptocurrency. How an insolvency court would categorize and treat Customer Cryptocurrency
is a highly fact-dependent inquiry that necessarily depends upon the circumstances of each
individual case. In addition, within the U.S. there is notably little case law addressing insolvency
proceedings involving Cryptocurrency. As such, the law governing the likely treatment of
Customer Cryptocurrency in the event of a Customer, Voyager or Custodian insolvency
proceeding remains largely unsettled. Voyager does not make any representation as to the likely
treatment of Customer Cryptocurrency in the event of a Customer, Voyager, or Custodian
insolvency proceeding whether in the U.S. or in any other jurisdiction. Customer explicitly
understands and acknowledges that the treatment of Customer Cryptocurrency in the event of a
Customer, Voyager, or Custodian insolvency proceeding is unsettled, not guaranteed, and may
result in a number of outcomes that are impossible to predict, including but not limited to
Customer being treated as an unsecured creditor and/or the total loss of all Customer
Cryptocurrency.

(D) Consent to Rehypothecate. Customer grants Voyager the right, subject to applicable law,
without further notice to Customer, to hold Cryptocurrency held in Customer’s Account in
Voyager’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell,
lend, stake, arrange for staking, or otherwise transfer or use any amount of such Cryptocurrency,
separately or together with other property, with all attendant rights of ownership, and for any
period of time and without retaining a like amount of Cryptocurrency, and to use or invest such
Cryptocurrency at Customer’s sole risk.

6. Voyager Services

The Account is self-directed. The services offered by Voyager pursuant to this Customer
Agreement include, but are not limited to (a) the ability to place various types of orders through
the Platform with respect to Cryptocurrency, (b) participation in the Rewards Program (as
defined below), and (c) such other programs, features, or services as Voyager may make
available to Customer through the Platform from time to time (collectively, the “Services”).

Customer appoints Voyager as Customer’s agent for the purposes of (a) supporting Customer’s
activities with respect to the Services, (b) carrying out Customer’s instructions to Voyager in
accordance with the terms and conditions of this Customer Agreement, and (c) taking any action
that Voyager reasonably and in good faith deems necessary or advisable to accomplish the
purposes of this Customer Agreement.

Customer understands and acknowledges that Voyager is authorized at all times to place,
withdraw, modify, suspend, cancel, terminate, or alter, in any fashion orders and transactions
placed by Customer through the Platform, as well as take any and all other actions that Voyager
deems appropriate or necessary in order to carry out Customer instructions.

7. Orders

(A) Overview. Customer may place market orders through the Account in either USD amounts
or in Cryptocurrency amounts. In addition to market orders, Customer may also place limit
orders. A limit order may be “good till canceled” which means the order remains valid until (A)
it is executed, or (B) Customer cancels the order. Customer understands that limit orders may not
be executed at any particular time, or at all, if there is not sufficient trading at or better than the
limit price that Customer specifies, and are good until Customer cancels them,; provided,
however, that Voyager has the right, in its sole discretion, to cancel any limit order, whether
“good till canceled” or otherwise, that remains unexecuted for sixty (60) calendar days or if
deemed a risk by Voyager. Customer understands that additional transaction and order types may
be made available to Customer on the Platform from time to time as determined by Voyager in
Voyager’s sole discretion.

(B) Sufficient Funds. To execute a purchase order for Cryptocurrency, Voyager requires that
Customer’s Account contain available funds equal to, but in most cases, greater than the
purchase price of the Cryptocurrency plus any associated fees or commissions and that all
payments for the purchase be made without set-off, counterclaim or deduction. Customer agrees
that any purchase order accepted by Voyager (inadvertently or otherwise) without sufficient
funds or Cryptocurrency in Customer’s Account will be subject to liquidation at Customer’s
expense.

(C) No Liability for Failure to Settle. Customer understands and agrees that Voyager is not
responsible for any delay in the settlement of a transaction resulting from circumstances beyond
Voyager’s reasonable control, or the failure of any other person or party (including Customer) to
perform all necessary steps to enable the completion of a transaction.

(D) Refusal to Allow USD Withdrawals. Voyager may refuse to allow a USD withdrawal from
Customer’s Account, when it deems it appropriate or necessary, in its sole discretion, including
in the following instances: (1) Voyager believes that such refusal is necessary in order for
Voyager to comply with its anti-money laundering compliance obligations, (2) the withdrawal
would leave insufficient funds in the Account to pay for any unsettled transactions, (3) the
amount of such withdrawal is equal to or greater than the sum of all USD deposits made into the
Account within the immediately preceding sixty (60) days, or (4) the account ownership, naming
convention, or other details associated with the withdrawal account, do not match the Account.
Where Customer makes a deposit into the Account and effectuates one or more transactions
thereafter, subsequent withdrawal requests may be subject to delays, holds, or limits, as
determined by Voyager in its sole discretion.

(E) Discretion to Decline Execution of or Cancel Orders. Voyager may, in its sole discretion,
decline the execution of any order for any reason, including, but not limited to, the size of an
order, market conditions, Customer breach of this Customer Agreement, actual, potential, or
apparent violation of any applicable laws, rules or regulations, insufficient or inadequate funds in
the Account (including all commission, charges, taxes and any amount in addition to the price of
the Cryptocurrency that Voyager reasonably considers may be necessary), or any other
appropriate risk considerations. If Voyager accepts an order and then an event takes place which
means that it is no longer reasonable for Voyager, in its sole determination, to act on that order,
Voyager will be entitled to disregard or cancel Customer’s order and Voyager shall not have any
liability to Customer as a result of such action. Voyager further reserves the right not to execute
orders for Cryptocurrency or to close any open positions therein, without any further notice to
Customer, in the following circumstances: (a) Customer order violates any applicable laws,
rules, regulations, or appears intended to defraud or manipulate the market; (b) the existence of
abnormal market conditions or a significant disruption in, or premature close of, trading in or of
the underlying Cryptocurrency or the market or an exchange on which the underlying
Cryptocurrency is traded; (c) Force Majeure (as defined in Section 15 - Information), or action by
an exchange, regulatory or governmental authority that disrupts trading in the relevant security;
or (d) Voyager is unable to obtain satisfactory liquidity in order to satisfy the order.

(F) Trade Receipts. Voyager will prepare receipts outlining the details of orders and the
corresponding transactions effected by a Customer through the Platform, in form and format as
required pursuant to applicable law, rule or regulation (each, a “TradingTrade Receipt”).
Voyager will deliver and make available Trade Receipts to Customer electronically, through the
App, or otherwise, in Voyager’s sole discretion.

(G) Cancellations. Customer agrees that it is Customer’s responsibility to review order

execution confirmations and statements promptly upon receipt. Notwithstanding any other
provision in this Agreement, TradingTrade Receipts will be considered binding on Customer
unless Customer notifies Voyager of any objections within two (2) hours from the time Trade
ConfirmationsReceipts are delivered. Customer understands that any objection that Voyager
receives from Customer consistent with the immediately preceding sentence is simply a request
that Voyager attempt to cancel or modify an order. Voyager is not liable to Customer if Voyager
is unable to cancel or modify an order. Customer understands and agrees that, if an order cannot
be cancelled or modified, Customer is bound by any execution of the original order, even if
Customer’s objection to the transaction is ultimately determined to be valid.

(H) No Guarantee Order Will be Filled. There is no guarantee that an order will be filled. An
Order may fail to be filled or Voyager may, in its sole discretion, refuse to execute an order for
any reason, including: (1) due to the failure, misuse, degradation, corruption, downtime, or
unavailability of any Voyager or third party trading, communication or operations systems, (2)
market volatility, (3) the existence, detection, or suspicion of unusual market, trading, or order
activity, or (4) the existence, detection, or suspicion of fraud or any other activity that presents,
or potentially presents to Voyager, in Voyager’s sole discretion, any commercial, economic, or
reputational risk. Where a delay in fulfilling an order occurs for any reason, Voyager will attempt
to execute the order as soon as reasonably practicable,; provided that Voyager reserves the right
to cancel a delayed order in the event of a material price fluctuation or for any other reason in
accordance with this Customer Agreement. Voyager will not be liable or have any responsibility
for any Losses (as defined below) suffered by Customer in connection with an order that is not
filled or is erroneously filled.

(I) Aggregation of Orders. Customer understands and acknowledges that Voyager may, in its
sole discretion, aggregate Customer orders with the orders of other customers (a “Batched
Order”). In such instances, a Customer order may not be placed or executed on a real-time basis,
but rather batched with one or more orders from other Voyager customers. The price of a
particular Cryptocurrency may be higher or lower at the time of execution of a Batched Order as
compared to the time at which the Customer’s original order was placed. A Batched Order may
only partially fill, in which case some or part of the order is executed. In the event of a partial
fill, Voyager will allocate the purchased Cryptocurrency or proceeds among the participating
Customers in the Batched Order in a pro-rata fashion. A Batched Order may become fully
executed through one or more partial fills, in which case the price of the relevant Cryptocurrency
or amount of proceeds may change, or, for a variety of reasons, a Batched Order may only ever
executebe executed partially. Voyager will not be liable or have any responsibility for any Losses
suffered by Customer in connection with or as a result of a Customer order being included in a
Batched Order.

(J) Market Volatility. In the event of a market disruption or Force Majeure, Voyager may do
one or more of the following: (a) suspend access to the Account; (b) prevent Customer from
completing any and all actions via the Services, including closing any open positions in the
Account; or (c) cease to follow any Customer instructions. Following any such event, when
trading resumes, Customer acknowledges that prevailing market rates may differ significantly
from the rates available prior to such event.

(K) Suspension. If at any time any exchange, trading venue, or market suspends trading in any
Cryptocurrency that forms the subject of a Customer order, then the applicable order may be
suspended. In addition, Customer may not be able to sell any Cryptocurrency that Voyager holds
on Customer’s behalf or effectuate Withdrawals (defined in Section 8 – Cryptocurrency
Withdrawals below) or USD withdrawals until such suspension is terminated and trading
recommences. Following the lifting of a suspension, outstanding orders with respect to the
affected Cryptocurrency will be executed as and when Voyager is reasonably able to do so.
Voyager cannot guarantee the price at which such orders will execute.

(L) Delisting or Non-Supported Cryptocurrency. Voyager, at all times and in its sole and
absolute discretion, determines the Cryptocurrencies available on the Platform. Voyager may, at
any time and in its sole and absolute discretion, (i) remove or restrict the trading of a particular
Cryptocurrency on the Platform, either completely or limit such removal or restriction to a
particular jurisdiction, and (ii) determine the time and date on which trading should cease or be
restricted. Customers shall generally receive not less than 30 days’ notice, which notice shall be
posted in the App, (see Section 23 – Consent to Electronic Delivery of Documents) regarding
any such actions, unless Voyager determines in its sole and absolute discretion that immediate
removal or restriction of such Cryptocurrency is appropriate and/or necessary due to legal,
regulatory, compliance, reputational or similar concerns. If at any time any of the Cryptocurrency
that forms the subject of a Customer order is delisted or Voyager no longer supports the trading
in such Cryptocurrency for any reason, then the applicable order will be immediately closed. If
Voyager is notified that a Cryptocurrency in Customer’s Account is likely to be delisted or
removed or canceled from one or more exchanges or trading venues, and Voyager reasonably
believes that trading in the Cryptocurrency will be materially affected by such delisting, removal
or cancellation, then Customer authorizes Voyager to attempt to sell the Cryptocurrency on
Customer’s behalf at such time and price, and in such manner, as Voyager may determine in its
sole discretion (a “Delisting Sale”). Customer understands and agrees that Voyager is not
obligated to engage in a Delisting Sale and will not be liable for any loss sustained by Customer
during Voyager’s attempt to execute a Delisting Sale.

(M) Position Limits. Customer understands and acknowledges that Voyager may impose trading
and/or position or volume limits on Customer’s Account (“Limits”). Limits are subject to change
at any time in Voyager’s sole discretion. In the event that Customer attempts to place an order or
effect a transaction that would result in the breach of a particular Limit, Voyager may, in its sole
discretion, refuse to act upon such instructions. Customers may request details regarding Limits
by contacting Voyager at support@investvoyager.com.

(N) No Leverage. Customer understands that Voyager does not offer leverage as part of the
Services. For the avoidance of doubt each purchase of Cryptocurrency must be fully funded.

8. Cryptocurrency Withdrawals

Customer may arrange to withdraw and transfer Cryptocurrency in the Account to an external
wallet (such process, a “Withdrawal”). Voyager will effectuate a Withdrawal based upon
Customer’s written instructions; provided, however, that Customer understands and agrees that
Voyager may, in its sole discretion, delay, modify or prohibit, in whole or in part, any requested
Withdrawal, including in instances where: (a) Voyager believes such action is prudent in order to
satisfy Voyager’s anti-money laundering obligations, (b) Voyager suspects that the Customer, the
wallet address, or the Withdrawal itself are connected to, associated with, or being used in
furtherance of potential fraud, (c) Customer is in violation of the Customer Agreement, (d) the
Withdrawal is being attempted within sixty (60) days of a deposit of USD or Cryptocurrency into
the Account, or (e) outstanding fees are associated with the Account or the Account would, after
the Withdrawal, have an insufficient balance to cover actual or anticipated fees. Customer
understands that, once initiated on the network associated with the Cryptocurrency subject to the
Withdrawal, a Withdrawal will typically be processed at the speed of such network, but that in
certain situations, a Withdrawal may be delayed in connection with any latency, congestion,
disruption, or other delay of such network. Customer understands that Voyager cannot reverse a
Withdrawal that has been broadcast to a Cryptocurrency network. Customer also understands
that Voyager reserves the right to cancel any pending Withdrawal as required by law or in
response to a subpoena, court order, or other binding government order.

Customer understands that they areCustomer is exclusively responsible for ensuring that a
Withdrawal is being made to the correct or intended wallet address. Withdrawals cannot be
reversed once broadcast to the relevant Cryptocurrency network. Voyager will not be liable for
any loss that results from inaccurate, incomplete, or misleading details that Customer may
provide in connection with a Withdrawal. Voyager will not bear any liability for any failure,
error or delay in processing a Withdrawal. Voyager may, in its sole discretion, provide
reasonable assistance to Customer in the event that a Customer requests reasonable assistance in
connection with an attempted, failed, or otherwise erroneous Withdrawal. Voyager does not
guarantee that any such assistance will result in the successful completion or remediation of a
Withdrawal or the recovery of any Cryptocurrency. Voyager may charge fees in connection with
any such assistance. Customer understands that a Withdrawal cannot be reversed once properly
initiated.

With respect to certain Cryptocurrencies on the Voyager Platform, the Services available to
Customer may only include the ability to purchase or sell Cryptocurrencies, and may not permit
the transfer or withdrawal of all or any part of the balance held in such Cryptocurrencies (a
“Non-Supported Transfer Cryptocurrency”). The Cryptocurrencies that Voyager supports for
transfer or withdrawal as part of the Services on the Platform may change from time to time, in
Voyager’s sole and absolute discretion. Customer acknowledges and agrees that, unless Voyager
supports the Cryptocurrency for withdrawal and transfer, Customer will not be able to take
possession of Cryptocurrencies. Accordingly, a Non-Supported Transfer Cryptocurrency may not
be withdrawn or transferred from Customer Account to any wallet, address, storage device or the
like, or exchange, brokerage, bank, staking platform, custodian or the like. Subject to other
limitations set forth herein, Customer shall have the option to sell Customer’s Non-Supported
Transfer Cryptocurrencies on the Voyager Platform and withdraw all or any part of the balance
(held in U.S. dollars) from Customer Account.

9. Cryptocurrency Networks; Forks; Aidrops.

(A) Voyager does not own or control the underlying software protocols which govern the
operation of a Cryptocurrency available for trading on the Platform. In general, the underlying
protocols are open source and anyone can use, copy, modify, and distribute them. Voyager is not
responsible for operation of the underlying protocols, and Voyager makes no guarantee of their
functionality, security, or availability. The underlying protocols are subject to sudden changes in
operating rules (“Forks”), and such Forks may materially affect the value, function, or even the
name of the Cryptocurrency Voyager or its Custodian holds for Customer benefit. In the event of
a Fork or any other similar operational change to a Cryptocurrency network Voyager may take all
steps that it determines necessary to protect the security and safety of the Platform, including
temporarily suspending Voyager operations (with or without advance notice to Customer).
Voyager will use its reasonable efforts to provide notice to Customer of its response to any Fork
or similar operational change affecting a Cryptocurrency. In response to a Fork or other similar
operational change, Voyager may determine not to support such Cryptocurrency on the Platform.
Customer understands and accepts the risks of Forks and other similar operating changes to
Cryptocurrency available through the Platform. Customer agrees that Voyager is not responsible
for any loss of value that Customer may experience as a result, whether directly or indirectly,
from any such Fork or similar operating change. Customer further acknowledges and accepts that
Voyager has no obligation or responsibility to assist Customer with respect to any
Cryptocurrency that Voyager determines not to support.

(B) In the event that a Cryptocurrency network attempts to or does contribute (an “Airdrop”)
Cryptocurrency (“Airdropped Cryptocurrency”) or any other similar event to a Cryptocurrency
network, then Voyager may, in its sole discretion, take steps that it determines necessary to
manage the Platform, including how and whether to incorporate Airdropped Cryptocurrency into
the Platform, distribute it to Customer or do nothing, or such other action or inaction that
Voyager deems appropriate in its sole discretion. Customer understands and accepts the risks of
Airdrops and other similar events to a Cryptocurrency available through the Platform, and
understands and agrees that ownership of a Cryptocurrency in the Voyager App for which an
Airdrop is occurring on the date of such Airdrop does not in and of itself grant entitlement to or
ownership of the Airdropped Cryptocurrency. Customer agrees that Voyager is not responsible
for any loss of value that Customer may experience as a result, whether directly or indirectly,
from any such Airdrop or similar event. Customer further acknowledges and accepts that
Voyager has no obligation or responsibility to assist Customer with respect to any
Cryptocurrency that Voyager determines not to support whether or not Voyager receives an
Airdropped Cryptocurrency by virtue of its holding omnibus custody of the Cryptocurrency
related to such airdrop. To the extent that Voyager is aware of the Airdrop, Voyager will use its
reasonable efforts to provide notice to Customer of its response to any Airdrop. Voyager may, in
its sole discretion, elect to: (1) subject to potential fees, support the Airdropped Cryptocurrency
and update the Account as appropriate, (2) abandon or otherwise not pursue obtaining the
Airdropped Cryptocurrency from the relevant network, (3) liquidate the Airdropped
Cryptocurrency and distribute the proceeds to Customer or hold the funds in Customers Account
for the benefit of Customer, (4) deliver the Airdropped Cryptocurrency to Customer within a
time period as determined by Voyager in its sole discretion, together with any credentials, keys,
or other information sufficient to gain control over such Airdropped Cryptocurrency (subject to
the withholding and retention by Voyager of any amount reasonably necessary, as determined by
Voyager in its sole discretion, to fairly compensate Voyager for the efforts expended to obtain
and deliver such Airdropped Cryptocurrency to Customer), or (5) determine, in its sole
discretion, that the Airdrop, although received by Voyager, does not have sufficient market
support or sufficient value to warrant Voyager incorporating the Airdropped Cryptocurrency into
the Platform in any way or distribute the Airdropped Cryptocurrency to its users.

10. Rewards Program

By entering into this Customer Agreement, and subject to clause (F) of this Section 10, Customer
understands, acknowledges and agrees that they areCustomer is opting into the Voyager
RewardsEarn Program (the “Rewards Program”). The Rewards Program allows Customer to
earn in-kind payments of Cryptocurrency for maintainingadditional Cryptocurrency of the same
typekind of Cryptocurrency held in the(ir)Customer's Account (the “Rewards”). The terms and
conditions governing the Rewards Program are as follows:

(A) Overview. In addition to the broad rights granted to Voyager pursuant to Section 5(D),
participants in the Rewards Program agree to allow Voyager to utilize Cryptocurrency held in
the(ir) Account to be loaned to various third parties (each, a “Borrower”) determined at
Voyager’s sole discretion (each, a “Loan”). Loans made to Borrowers may not be secured and
the Borrowers may not be required to post collateral either to Voyager, or otherwise. Voyager
provides Customer with the opportunity to earn Rewards based upon a number of factors,
including but not limited to the amount of Cryptocurrency in the Customer’s Account, whether
there is market demand for the Cryptocurrency, the type of Cryptocurrency held, and the amount
of time Customer holds Cryptocurrency in the Customer’s Account. Other than in extenuating
circumstances, the payment, non-payment, default, or reduction of a particular Loan will not
affect Customer’s Cryptocurrency. The Loans operate independently from the Rewards Program
and to the extent that a particular Borrower defaults on a Loan, Customer will nonetheless
remain able to access and withdraw Cryptocurrency consistent with the terms of this Section
10Each Customer participating in the Rewards Program acknowledges and agrees that Voyager
may rely on the consent to rehypothecate granted by each customer pursuant to Section 5(D) –
Consent to Rehypothecate with respect to Cryptocurrency held in such Customer Account. Such
consent to rehypothecate expressly includes allowing Voyager to (1) stake Cryptocurrency held
in an omnibus fashion through various blockchain protocols (either by delegating
Cryptocurrencies to the financial institutions which, in return, stake such Cryptocurrencies or
using staking service providers to stake Cryptocurrencies); and (2) lend such Cryptocurrency to
various institutional third parties (each, a “Borrower”) determined at Voyager’s sole discretion
(each, a “Loan”). Voyager enters into these Loans as principal and independently negotiates with
each Borrower the terms of a Loan, but these Loans are generally unsecured, for a fixed term of
less than one year or can be repaid on a demand basis, and provide a fee payable in
Cryptocurrency based on the percentage and denominated in the Cryptocurrency lent. Voyager
selects which and how much Cryptocurrencies are available for such staking and lending.

(B) How Rewards Are Calculated. Rewards earned on Cryptocurrency are variable. Voyager
will typically publish anticipated Rewardsreward rates once per month on or before the first
business day of each month. RatesReward rates may be tiered, with specified rates in effect at
any time only applied to specified portions of amounts of Cryptocurrency held in the Account.
Rewards will be payable in arrears and added to the Account on or before the fifth business day
of each calendar month for the prior calendar month. Voyager uses the daily balance method to
calculate the Rewards on the Account. This method applies a daily periodic rate to the specified
principal in the Account each day. The daily periodic rate is calculated by dividing the applicable
interest rate by three hundred sixty-five (365) days, even in leap years. Voyager will determine
the Reward rates and tiers for each month in Voyager’s sole discretion, and Customer
acknowledges that such ratesRewards may not be equivalent to benchmark interest rates
observed in the market for bank deposit accounts.

(C) How Rewards Are Paid. Rewards will be credited to the Account within five (5) business
days following the end of each calendar month. The Account must be open on such date in order
to receive this Rewards payment of Rewards. All Rewards will be paid in Cryptocurrency. Once
Rewards have been credited to the Account, Customer may earn Rewards on such
Cryptocurrency in future months. Rewards will be paid in kind (i.e., in the type of
Cryptocurrency that is earning Rewards). The payment, non-payment, default, or reduction of a
particular Loan will not affect whether or not Rewards are paid. The Loans operate
independently from the Rewards Program and to the extent that a particular Borrower defaults on
a Loan, Customer will nonetheless earn and be paid Rewards consistent with the terms of this
Section 10held in the Account).

(D) Withdrawals. Customer may request a Withdrawal at any time, consistent with the
mechanics outlined in Section 8 – Cryptocurrency Withdrawals. However, for Customers in the
Rewards Program, Withdrawals may be delayed, or in some instances subject to partial
completion. Customer understands and acknowledges that Customer may only be able to earn
Rewards to the extent that Customer satisfies certain minimum Cryptocurrency balance
requirements (“Minimum Balance”). Voyager will publish Minimum Balance details on the
Platform. Minimum Balance details are subject to change at any time. If a Withdrawal results in
a particular Cryptocurrency balance in Customer’s Account falling below a Minimum Balance,
then Customer will not earn Rewards with respect to such Cryptocurrency.

(E) REWARDS PROGRAM RISKS. Participating in the Rewards Program may put Customer's
Cryptocurrency at risk.

(1) By virtue of entering into a commercial arrangement such as this Customer

Agreement,Voyager will use Customer’s Cryptocurrency to engage in staking and lending
activities. Loans made by Voyager may not be secured. Customer is exposedhas exposure to
potentialboth Voyager’s and each Borrower’s credit risk. By participating inIn the Rewards
Program Customer’sevent of a Borrower default, Voyager does not have an obligation or the
ability to return affected Cryptocurrency may be at increased risk of lossback to Customer’s
Account.

(2) Loans may not be secured. Cryptocurrency subject to a Loanall lending activity or certain
staking activity delegated to a third party financial institution will not be held by Voyager or
theits Custodians. Customer understands and acknowledges that Voyager is not responsible for
any Cryptocurrency that Voyager does not itself hold or that is not held with one of its
Custodians.

(3) The Rewards Program and Voyager's underlying Loansstaking and lending activities are not
insured.
(4) Voyager may, at any time and in its sole and absolute discretion, remove or restrict the
trading of a particular Cryptocurrency on the Platform which may result in necessary adjustments
to the Rewards Program, including but not limited to Customer no longer being able to earn
Rewards with respect to such Cryptocurrency, or resulting in earned but unpaid Rewards being
extinguished.

(5) Customer understands each of the aforementioned risks and accepts the risk of loss
associated with participating in the Rewards Program up to, and including, total loss of all
Customer Cryptocurrency.

(F) Opt Out. Customer may opt-out of the Rewards Program at any time by following the
instructionsdoing so in the App. A request to opt-out of the Rewards Program will be effective
on the following business day. Upon the effectiveness of an opt-out, Customer will be credited
with the amount of Rewards earned but not yet paid out. Such amounts will be deposited to
Customer’s Accounts promptly following the end of the applicable month.

CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT EVEN IF CUSTOMER

OPTS OUT OF THE REWARDS PROGRAM, CUSTOMER WILL REMAIN SUBJECT TO
THE TERMS OF SECTION 5 – ACCOUNT FUNDING; REGULATORY TREATMENT.
THEREFORE, EVEN IF CUSTOMER DOES NOT PARTICIPATE IN THE REWARDS
PROGRAM, CUSTOMER CRYPTOCURRENCY WILL STILL BE SUBJECT TO BEING
HELD BY CUSTODIANS, WHICH MAY BE: (1) LOCATED WITHIN THE U.S. OR IN A
FOREIGN JURISDICTION OR (2) HELD IN VOYAGER’S NAME OR OTHERWISE, OR (3)
PLEDGED, REPLEDGED, HYPOTHECATED, SOLD, LOANED, STAKED OR
OTHERWISE TRANSFERRED AT CUSTOMER’S SOLE RISK AND IN VOYAGER’S
SOLE DISCRETION.

11. Account Termination

(A) Termination by Customer. Customer may request to close or terminate the Account at any
time by notifying Voyager Support at support@investvoyager.com and requesting in writing that
their Account be closed. Closing the Account will not affect any rights and obligations incurred
prior to the date of Account closure. Upon the termination of the Account, Customer authorizes
Voyager to immediately settle all outstanding transactions in the Account and liquidate
outstanding positions in the Account, as necessary. Customer shall be required to provide
transfer instructions with respect to USD or Cryptocurrency remaining in the Account. Customer
understands and agrees that they areCustomer is responsible for any fees, costs, expenses,
charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of
funds or Cryptocurrency) associated with closing the Account. In the event that the costs of
closing the Account exceed the value in the Account, Customer will be responsible for
reimbursing Voyager. Voyager may delay or refuse to terminate an Account, in instances it
deems appropriate or necessary, in its sole discretion, including but not limited to, where: (a)
Voyager believes such action is prudent in order to satisfy Voyager’s anti-money laundering
obligations, (b) Voyager suspects that the Customer is connected to, engaged in, or acting in
furtherance of fraud, or potential fraud, (c) Customer is in violation of the Customer Agreement,
(d) termination is being attempted within sixty (60) days of a deposit of USD or Cryptocurrency
into the Account, or (e) the Account has outstanding actual or anticipated fees or other charges
against it (the “Voyager Hold Purposes”).

(B) Termination by Voyager. Customer agrees that, without notice, Voyager may terminate this
Customer Agreement, suspend, restrict, limit or shutdown all or part of the Services, the
Account, as well as Customer’s access to the Platform, with or without cause at any time and
effective immediately, whether for maintenance or otherwise. Voyager shall not be liable to
Customer or any third party for the termination or suspension of the Services or Platform, or any
claims related to such termination or suspension.

(C) Effect of Termination. Upon termination or cancellation of the Account, Customer must
provide Voyager with transfer instructions, together with all other information that Voyager may
reasonably request, in order to transfer any remaining Cryptocurrency out of the Account. All
such transfers must be completed within ninety (90) days following Account deactivation or
cancellation. Voyager may delay or refuse to effectuate such a transfer or termination, in
instances it deems appropriate or necessary, in its sole discretion, including, but not limited to,
the Voyager Hold Purposes described in Section 11(A) above. If Cryptocurrency is not
transferred out of the Account within ninety (90) days of the termination or cancellation of the
Account, Customer hereby agrees that Voyager is permitted to sell any remaining
Cryptocurrency on the open market at the prevailing market price and return the proceeds (less
any damages, fee, costs, or other obligations to which Voyager is entitled) to any valid bank
account linked to the Account.

12. Customer Representations, Warranties and Responsibilities

Customer represents, warrants, and/or acknowledges, as applicable, as of the date of this

Customer Agreement, and on each date that the Customer utilizes the Services:

(A) Self-Directed Account. Customer understands and acknowledges that the Account is
self-directed, and that Customer is solely responsible for any and all orders placed in the
Account. Customer understands that they areCustomer is fully responsible for safeguarding
Customer’s Login Credentialslogin credentials and that Customer is responsible for any trade
placed through, originating from, or associated with the Account whether placed by Customer or
another third-party as a result of Customer’s failure to safeguard the Login Credentialslogin
credentials. Customer represents that all orders entered by Customer through the Account are
unsolicited and based upon Customer’s decisions.

(B) Investment Advice. Customer understands that Voyager, together with its affiliates, dodoes
not provide recommendations or any investment advice. Customer represents that they
haveCustomer has not received any investment advice from Voyager, or its affiliates, and does
not expect to receive any investment advice from Voyager or any of its affiliates. Customer
understands and agrees that under no circumstances will Customer’s use of the Platform or
Account be deemed to create a relationship that includes the provision of or tendering of
investment advice.
(C) Research Materials. To the extent that research materials or similar information is made
available through the Platform, the Customer understands that these materials are intended for
information and educational purposes only and they do not constitute a recommendation to enter
into any transactions or to engage in any investment strategies.

(D) Anti-Money Laundering. Customer represents and warrants to Voyager that they
areCustomer is not: (a) located in, under the control of, or a national or resident of any country to
which the United States has embargoed goods or services, (b) identified as a “Specially
Designated National,” (c) placed on the Commerce Department's Denied Persons List, and (d) a
person who is subject to any law, regulation, or list of any government authority (including,
without limitation, the U.S. Office of Foreign Asset Control list) that would prohibit or limit
Voyager’s ability to conduct business with Customer. Customer further represents and warrants
that theyCustomer will not use the Platform if the laws of Customer’s country or jurisdiction
prohibit Customer from doing so in accordance with this Agreement.

(E) Customer Information. Customer: (i) certifies that the information contained in this
Customer Agreement, the Account application, and any other document that Customer furnishes
to Voyager in connection with the Account is complete, true, and correct; (ii) authorizes Voyager
to contact any individual or firm noted on documents provided to Voyager and any other normal
sources of debit or credit information; (iii) authorizes anyone so contacted to furnish such
information to Voyager as Voyager may request; and (iv) agrees that this Customer Agreement,
the Account application, and any other document Customer furnishes in connection with the
Account is Voyager’s property. Customer shall promptly advise Voyager of any changes to the
information in such agreements and documents in writing within ten (10) calendar days.
Customer authorizes Voyager to obtain reports and provide information to others concerning
Customer’s creditworthiness and business conduct. Upon Customer request, Voyager agrees to
provide Customer a copy of any report so obtained. Voyager may retain this Customer
Agreement, the Account application, and all other such documents and their respective records at
Voyager’s sole discretion. Customer understands that Voyager may take steps to verify the
accuracy of the information Customer provides to Voyager in the Voyager Account application
or otherwise, including by directly or indirectly making any inquiries Voyager considers
necessary to verify Customer identity or protect against fraud and that Voyager may restrict
Customer access to the Account or take other action Voyager reasonably deems necessary
pending such verification.

(F) Risks. The Customer understands that all investments involve risk, that losses may exceed
the principal invested, and that the past performance of a Cryptocurrency, industry, sector,
market, or financial product does not guarantee future results or returns. Customer further
understands that there are risks associated with utilizing an internet-based trading system
including, without limitation, the failure of hardware, software and internet connections as well
as the risk of malicious software introductions.

(G) Assistance by Voyager. Customer understands that when Customer requests assistance from
Voyager or Voyager employees in using the tools available on the Website or the App, it will be
limited to an explanation of the tool’s functionality and, if requested by Customer, to the entry by
Voyager or Voyager or its affiliates employees of variables provided by Customer, and that such
assistance does not constitute investment advice, a recommendation, an opinion with respect to
the suitability of any transaction, or solicitation of any orders.

(H) Unavailability in Certain Jurisdictions. Customer understands that the Service is not
provided to, and may not be used by, any person in any jurisdiction where the provision or use
thereof would be contrary to applicable laws and regulations. Voyager is not available in all
jurisdictions. Customer agrees to refrain from using the Service if Customer begins to reside in a
jurisdiction where the Service would violate any of the laws and regulations of such jurisdiction.
Customer will not provide incorrect information about Customer’s address, residency or
domicile and will immediately inform Voyager if there is any change to previously provided
information.

(I) No Tax or Legal Advice. Customer understands that neither the Customer Agreement or any
other document or communication received from Voyager shall be construed as providing any
legal, accounting, estate, actuary, or tax advice. Customer agrees to review publicly available
information regarding the Customer’s positions in the Account, Account statements and Trade
Confirmations. Customer must rely upon its own representatives, including its own legal counsel
and accountant, as to legal, tax and related matters concerning any of Customer’s activities with
respect to the Account, including any assets or transactions in the Account and for preparation of
any legal, accounting or tax documents.

13. Risk Disclosure Statement

Customer represents that they have read and understands the Voyager Cryptocurrency Disclosure
Statement, available at https://www.investvoyager.com/riskdisclosure/.

14. Limited License; Restrictions; Related Terms

(A) Limited License. Subject to the registration and eligibility requirements and the terms and
conditions set forth herein, Voyager hereby grants to Customer a limited, non-exclusive and
non-transferable license to (i) download the App from an authorized application store and install
and use the App in accordance with this Customer Agreement and any and all other
documentation governing the use of the App, and (ii) use the Services, made available in or
otherwise accessible through the App.

(B) Restrictions. Customer will not: (i) copy the App, except as expressly permitted by this
license; (ii) modify, translate, adapt, or otherwise create derivative works or improvements,
whether or not patentable, of the App; (iii) reverse engineer, disassemble, decompile, decode, or
otherwise attempt to derive or gain access to the source code of the App or any part thereof; (iv)
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other
intellectual property or proprietary rights notices from the App, including any copy thereof; (v)
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available
the App, or any features or functionality of the App, to any third-party for any reason, including
by making the App available on a network where it is capable of being accessed by more than
one device at any time; or (vi) remove, disable, circumvent, or otherwise create or implement
any workaround to any copy protection, rights management, or security features in or protecting
the App.

(C) Related Terms. Customer acknowledges and agrees that the App is provided under license,
and not sold, to Customer. Customer does not acquire any ownership interest in the App under
this Customer Agreement, or any other rights thereto other than to use the App in accordance
with the license granted, and subject to all terms, conditions, and restrictions, under this
Customer Agreement. Voyager and its licensors reserve and shall retain their entire right, title,
and interest in and to the App, including all copyrights, trademarks, and other intellectual
property rights therein or relating thereto, except as expressly granted to Customer in this
Customer Agreement. Customer acknowledges that when Customer downloads, installs, or uses
the App, Voyager may use automatic means (including, for example, cookies and web beacons)
to collect information about Customer’s Mobile Device (as defined below) and about Customer’s
use of the App. Customer also may be required to provide certain information as a condition for
downloading, installing, or using the App or certain of its features or functionality. All
information Voyager collects through or in connection with the App is subject to Voyager’s
Privacy Policy. By downloading, installing, using, and providing information to or through the
App, Customer consents to all actions taken by Voyager with respect to Customer information in
compliance with the Privacy Policy. Voyager may, from time to time, in its sole discretion,
develop and provide App updates, which may include upgrades, bug fixes, patches, other error
corrections, and/or new features (collectively, including related documentation, “Updates”).
Updates may also modify or delete in their entirety certain features and functionality. Customer
agrees that Voyager has no obligation to provide any Updates or to continue to provide or enable
any particular features or functionality. Based on Customer’s Mobile Device settings, when
Customer’s Mobile Device is connected to the internet either (i) the App will automatically
download and install all available Updates; or (ii) Customer may receive notice of or be
prompted to download and install available Updates. Customer shall promptly download and
install all Updates and acknowledge and agree that the App or portions thereof may not properly
operate should Customer fail to do so. Customer further agrees that all Updates will be deemed
part of the App and be subject to all terms and conditions of this Customer Agreement. Customer
acknowledges and agrees that, in order to use certain features and functions of the App,
including the ability to purchase and sell Cryptocurrency, Customer must have and maintain an
active Account. In addition, Customer acknowledges and agrees that Customer may not be able
to access all or some of the Services through the App outside of jurisdictions where Voyager is
approved to conduct business. Customer acknowledges and agrees that Voyager may suspend or
terminate, at any time and without notice to Customer, Customer’s license to download, install,
and use the App, and to access and use Services through the App.

15. Information

The Platform and Services may include and make available certain Information. “Information”
includes, without limitation, market data, various analytical tools (such as price quotes, exchange
rates, news, headlines and graphs), links to other websites, newsletters and other information
(“Third Party Information”) provided by third parties (each, a “Third Party” and collectively, the
“Third Parties”). By making Information available through the Platform, neither Voyager nor any
of its Affiliates endorse, represent, warrant, guarantee, sponsor or otherwise are responsible for
the accuracy, correctness, timeliness, completeness or suitability of such Information.
Information is provided solely for the Customer’s personal and noncommercial use. Customer
understands that Voyager is not required to continue to provide or update any Information and
that Voyager may cease to provide such Information at any time. For the avoidance of doubt,
Voyager is not responsible for the termination, interruption, delay or inaccuracy of any
Information. Customer undertakes not to enable deep linking or any other form or re-distribution
or re-use of the Information. None of the Information may be redistributed or used for any
purpose other than with respect to the Services, including, without limitation, any trading activity
outside of the Platform and the Services. In addition, certain Third Parties may impose additional
restrictions and rules with respect to the use of Third Party Information, the terms of which are
available on the relevant Third Party websites.

Third Party Information may also include links to other websites or resources. Customer
acknowledges and agrees that neither Voyager nor the Third Parties are responsible for the
availability of such external sites or resources. Voyager and the Third Parties do not endorse and
are not liable for any content, advertising, products, or other materials on or available through
such sites or resources.

Voyager does not prepare, edit, or endorse Third Party Information. Voyager does not guarantee
the accuracy, timeliness, completeness or usefulness of Third Party Information, and is not
responsible or liable for any content, advertising, products, or other materials on or available
from third party sites. Customer will not hold Voyager and/or any Third Party liable in any way
for (a) any inaccuracy of, error or delay in, or omission of the Information; or (b) any loss or
damage arising from or occasioned by (i) any error or delay in the transmission of such
Information; (ii) interruption in any such Information due either to any negligent act or omission
by any party to any “Force Majeure” (e.g., flood, extraordinary weather conditions, earthquake or
other act of God, fire, war, insurrection, epidemic, pandemic, riot, labor dispute, accident, action
of government, communications or power failure, equipment or software malfunction); (iii) to
any other cause beyond the reasonable control of Voyager and/or Third Party; or (iv)
non-performance.

16. Third Party Services

Voyager may, at Voyager’s sole discretion, arrange for certain actions on the Platform to be
performed by or through certain Third Parties. In addition, Customer may be made aware of, or
offered, additional services, content, features, products, non-Voyager applications, offers and
promotions provided through Third Parties (“Third Party Services”). Voyager’s inclusion or
promotion of Third Party Services on the Platform does not reflect a sponsorship, endorsement,
approval, investigation, verification and certification or monitoring of such Third Party Services
by Voyager. Customer’s acquisition of Third Party Services, and any exchange of data between
Customer and any provider of Third Party Services, is solely between Customer and such Third
Party. Customer chooses to use any Third Party Services at Customer’s own risk, and under
terms and conditions agreed between Customer and such Third Party. Customer further
acknowledges that Voyager has no control over Third Party Services and that Customer may be
charged fees by the Third Party Service provider. Voyager is not responsible for any Third Party
Services’ fees. Customer is solely responsible for the use of any Third Party Service, and
Customer agrees to comply with all terms and conditions applicable to any Third Party Service
when using such.

17. Prohibited Use

In connection with Customer’s use of the Services, Customer agrees and represents that it will
not engage in any Prohibited Business or Prohibited Use (each as defined below). Voyager
reserves the right to cancel or suspend an Account or block transactions or freeze funds or
Cryptocurrency immediately and without notice if Voyager determines, in its sole discretion, that
an Account is associated with a Prohibited Use or a Prohibited Business.

(A) Prohibited Use. Without express written consent from Voyager and compliance with
applicable laws and regulations, Customer may not use an Account to engage in the following
categories of activity (“Prohibited Uses”). Each of the below examples are representative, but not
exhaustive. If at any time Customer is uncertain as to whether or not Customer’s use of the
Services involves a Prohibited Use, or if Customer has any questions about how these
requirements apply, please contact Voyager at support@investvoyager.com. By opening an
Account, Customer confirms that it will not use an Account to do any of the following:

(1) Investment Activity. Make statements as to Customer’s eligibility to provide investment

advice, portfolio management or any other services or activities which may require a license,
registration or notification in the state where the Customer is resident or the state where other
Customers are resident.

(2) Endorsements. Make statements that Voyager or its Affiliates endorse, maintain any control
or guarantee the accuracy or completeness of any information published, posted or shared by
Customer with other Customers.

(3) Unlawful Activity. Activity which would violate, or assist in violation of, any law, statute,
ordinance, or regulation, sanctions programs administered in the countries where Voyager
conducts business, including, without limitation, the U.S. Department of Treasury's Office of
Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
publish, distribute or disseminate any unlawful material or information.

(4) Abusive Activity. Actions which impose an unreasonable or disproportionately large load
on Voyager’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system,
data, or information; transmit or upload any material to the Platform that contains viruses, trojan
horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized
access to the Platform, other Customers’ Accounts, computer systems or networks connected to
the Platform, through password mining or any other means; use Account information of another
party to access or use the Platform; or transfer Customer’s Account access or rights to
Customer’s Account to a third party, unless by operation of law or with the express permission
of Voyager.
(5) Circumvention and Reverse Engineering. Unlawfully access or attempt to gain access,
reverse engineer or otherwise circumvent any security measures that Voyager has applied to the
Services or the Platform.

(6) Abusive Trading Techniques. Utilize trading strategies aimed at exploiting errors in prices
or concluding trades at off-market prices, or taking advantage of internet delays (such a scalping
or sniping), including, without limitation, entering into transactions or combinations of
transactions which taken together or separately are for the purpose of manipulating the Platform
and the Services.

(7) Abuse Other Customers. Interfere with another individual’s or entity’s access to or use of
any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the
legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of
others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts
against others; harvest or otherwise collect information from the Platform about others, including
without limitation, email addresses, without proper consent.

(8) Fraud: Activity which operates to defraud Voyager, Voyager customers, or any other person;
provide any false, inaccurate, or misleading information to Voyager.

(9) Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports
leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.

(10) Intellectual Property Infringement: Engage in transactions involving items that infringe or
violate any copyright, trademark, right of publicity or privacy or any other proprietary right under
the law, including, without limitation, sales, distribution, or access to counterfeit music, movies,
software, or other licensed materials without the appropriate authorization from the rights holder;
use of Voyager intellectual property, name, or logo, including, without limitation, use of Voyager
trade or service marks, without express consent from Voyager or in a manner that otherwise
harms Voyager or the Voyager brand; any action that implies an untrue endorsement by or
affiliation with Voyager.

(11) Competition: Utilize confidential information received by Customer from Voyager or

Third Party to develop a service that competes with the Services, or the services of any of
Voyager’s Affiliates.

(B) Prohibited Business. In addition to the Prohibited Uses described above, the following
categories of businesses, business practices, and sale items are barred from the Services
(“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by law as well as
card networks, the requirements of Voyager’s banking providers or processors. The specific
types of use listed below are representative, but not exhaustive. If Customer is uncertain as to
whether or not Customer’s use of the Services involves a Prohibited Business, or if Customer has
any questions about how these requirements apply, please contact Voyager
support@investvoyager.com. By opening an Account, Customer confirms that Customer will not
use the Services in connection with any of the following businesses, activities, practices or items:
(1) Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to
counterfeit music, movies, software, or other licensed materials without the appropriate
authorization from the rights holder.

(2) Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer
products or services; sale of goods or services that are illegally imported or exported or which
are stolen.

(3) Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment
designed for making or using drugs, such as bongs, vaporizers, and hookahs.

(4) Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that
have not been approved or verified by the applicable local or national regulatory body.

(5) Substances Designed to Mimic Illegal Drugs: Sale of a legal substance that provides the
same effect as an illegal drug (e.g., salvia, kratom).

(6) Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing
programs.

(7) Unfair, Predatory or Deceptive Practices: Investment opportunities or other services that
promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of
government offerings without authorization or added value; sites that Voyager determines, in its
sole discretion, to be unfair, deceptive, or predatory towards consumers.

(8) High Risk Businesses: Any businesses that Voyager believes poses elevated financial risk,
legal liability, or violates card network or bank policies.

18. Privacy

By accessing the Platform and using the Services, Customer is consenting to having Customer’s
personal data transferred to and processed by Voyager. For information about how Voyager
collects, uses, shares and otherwise processes information Customer information, please see
Voyager’s Privacy Policy.

By entering into this Customer Agreement, Customer acknowledges receipt of the Privacy
Policy, which may be amended from time to time by posting a new version to the Website, or as
made available through the App.

19. State License Disclosures

Voyager maintains various licenses to engage in money transmission activities. Voyager

maintains licenses in each of the jurisdictions identified in the Voyager State License Disclosure,
available here. By accessing the Platform and using the Services, Customer acknowledges
receipt of the Voyager State License Disclosure.
20. Limitation of Liability; Indemnification

Customer agrees that the Customer’s use of the Information, Services and Platform is provided
by Voyager at the Customer’s sole risk. The Platform, Services, Information, or any other
information or features provided, or made available by, Voyager, any of its Affiliates, or any
Third Party, including, without limitation, Third Party Services are provided on an “as is,” “as
available” basis without warranties of any kind, either express or implied, statutory (including,
but not limited to, timeliness, truthfulness, sequence, completeness, accuracy, freedom from
interruption), implied warranties arising from trade usage, course of dealing, course of
performance, or the implied warranties of merchantability or fitness for a particular purpose or
application, other than those warranties which are implied by and incapable of exclusion,
restriction or modification under the laws applicable to the Customer Agreement.

THE CUSTOMER UNDERSTANDS AND AGREES THAT VOYAGER, ITS AFFILIATES,

AND THEIR RESPECTIVE PARTNERS, MANAGING DIRECTORS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, AND THIRD PARTY PROVIDERS WILL NOT BE
LIABLE TO THE CUSTOMER OR TO THIRD PARTIES UNDER ANY CIRCUMSTANCES,
OR HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, TRADING LOSSES, AND DAMAGES) THAT THE
CUSTOMER MAY INCUR IN CONNECTION WITH THE CUSTOMER’S USE OF THE
SERVICES (INCLUDING BUT NOT LIMITED TO THIRD PARTY SERVICES) OR THE
PLATFORM PROVIDED BY VOYAGER UNDER THE CUSTOMER AGREEMENT.
VOYAGER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE BY
REASON OF DELAYS OR INTERRUPTIONS OF INFORMATION, THE PLATFORM OR
SERVICES (INCLUDING BUT NOT LIMITED TO THIRD PARTY SERVICES) OR
TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF VOYAGER’S, ITS
AFFILIATES, OR THIRD PARTY SYSTEMS, REGARDLESS OF CAUSE, INCLUDING,
WITHOUT LIMITATION, THOSE CAUSED BY GOVERNMENTAL OR REGULATORY
ACTION, THE ACTION OF ANY EXCHANGE OR OTHER SELF REGULATORY
ORGANIZATION, OR THOSE CAUSED BY SOFTWARE OR HARDWARE
MALFUNCTIONS.

Except as otherwise provided by law, Voyager, its Affiliates and their respective partners,
directors, officers, employees or agents (collectively, “Indemnified Parties”) shall not be liable
for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties,
charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including,
without limitation, legal expenses and attorneys’ fees) (whether known or unknown, absolute or
contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not
accrued, asserted or unasserted, related or not related to a third party claim, or otherwise)
(collectively, “Losses”) by or with respect to any matters pertaining to the Customer Agreement,
the Services, Information, or Third Party Services, except to the extent that such Losses are
actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a
final non-appealable judgment or order to have resulted solely from the Voyager’s gross
negligence or intentional misconduct. In addition, the Customer agrees that the Indemnified
Parties shall have no liability for, and the Customer agrees to indemnify, defend and hold
harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by the
Customer with any of the terms and conditions of the Customer Agreement or Third Party
Services; (ii) any third-party actions related to the Customer’s receipt and use of any Information,
Third Party Services, other third party content, or other such information obtained through the
Platform, whether authorized or unauthorized under the Customer Agreement; (iii) any third
party actions related to the Customer’s use of the Platform, Information, or Third Party Services;
(iv) the Customer or the Customer’s agent’s misrepresentation or alleged misrepresentation, or
act or omission; (v) Indemnified Parties following the Customer or the Customer’s agent’s
directions or instructions, or failing to follow the Customer or the Customer’s agent’s unlawful
or unreasonable directions or instructions; (vi) any activities or services of the Indemnified
Parties in connection with an Account (including, without limitation, any technology services,
reporting, trading, or research services); (vii) the occurrence of, and any Indemnified Parties’
action or inaction with respect to, a Potential Fraudulent Event (as defined in paragraph 3 of
Section 21 below); or (viii) the failure by any person not controlled by the Indemnified Parties
and their Affiliates to perform any obligations to the Customer. Further, if the Customer
authorizes or allows third parties to gain access to the Platform, Information or the Account,
whether by virtue of Third Party Services or otherwise, the Customer will indemnify, defend and
hold harmless Voyager, its Affiliates and its and their respective directors, officers, employees
and agents against any Losses arising out of claims or suits by such third parties based upon or
relating to such access and use. Voyager does not warrant against loss of use or any direct,
indirect or consequential damages or Losses to the Customer caused by the Customer’s assent,
expressed or implied, to a third party accessing an Account or information, including, without
limitation, access provided through any Third Party Service.

The Customer also agrees that Indemnified Parties will have no responsibility or liability to the
Customer in connection with the performance or non-performance by any exchange, clearing
organization, data provider, or other third party (including, but not limited to, other money
services businesses, clearing firms, banks, liquidity providers, or market makers) or any of their
respective agents or affiliates, of its or their obligations relative to any Cryptocurrency or other
products. The Customer agrees that Indemnified Parties will have no liability, to the Customer or
to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over
which Indemnified Parties do not have direct control, including, without limitation, the failure of
mechanical equipment, hack, unauthorized access, theft, operator errors, government restrictions,
force majeure, market data availability or quality, exchange rulings or suspension of trading; and
(ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including,
without limitation, lost profits, trading losses and damages) that the Customer may incur in
connection with the Customer’s use of the Platform, and other services provided by Indemnified
Parties under the Customer Agreement or in connection therewith.

CUSTOMER AGREES TO INDEMNIFY VOYAGER FOR ACTUAL, REASONABLE

LEGAL COSTS AND EXPENSES DIRECTLY RELATED TO THE ACCOUNT THAT ARE
A RESULT OF ANY REGULATORY INQUIRY, LEGAL ACTION, LITIGATION, DISPUTE,
OR INVESTIGATION THAT ARISES OR RELATES TO CUSTOMER OR CUSTOMER’S
USE OF THE ACCOUNT OR THE SERVICES. CUSTOMER UNDERSTANDS THAT, AS A
RESULT, VOYAGER WILL BE ENTITLED TO CHARGE THE ACCOUNT FOR SUCH
COSTS WITHOUT NOTICE, INCLUDING LEGAL AND ENFORCEMENT RELATED
COSTS THAT VOYAGER INCURS. ANY WITHHOLDING WILL LAST FOR A PERIOD
OF TIME THAT IS REASONABLY NECESSARY TO RESOLVE ANY REGULATORY OR
LEGAL ISSUE AT HAND, AND VOYAGER MAY PLACE ANY AMOUNTS GARNERED
FROM CUSTOMER IN A SEPARATE ACCOUNT, AND WILL PAY TO CUSTOMER THE
REMAINING BALANCE AFTER ANY NOTED ISSUE HAS BEEN RESOLVED.
FURTHERMORE, CUSTOMER AGREES THAT WHERE SUCH ACTIONS RELATE TO A
SPECIFIC ASSET IN THE ACCOUNT, THAT ASSET MAY NOT BE TRANSFERRED OUT
OF THE ACCOUNT UNTIL THE MATTER IS RESOLVED.

21. Electronic Access

Customer is solely responsible for keeping all Account numbers and CSI confidential and will
not share this information with third parties. “CSI” shall mean all of the Customer’s sensitive
information regarding access to the Account, including the Customer’s username, password, as
well as any other information connected to Customer’s two-factor authentication Account access
methodology (“2-Factor Authentication”). Customer agrees and accepts full responsibility for
monitoring and safeguarding the Accounts and access to the Accounts. Specifically, by using the
Services, Customer represents and warrants to Voyager that Customer has installed and
implemented appropriate means of protection relating to the security and integrity of the
internet-connected device(s) that Customer uses to access the Platform and the Services and that
Customer has taken appropriate action to protect such devices from viruses or other similar
harmful or inappropriate materials, devices, information, or data. Customer further undertakes to
protect Voyager from any wrongful transmission of computer or other viruses or similarly
harmful or inappropriate materials or devices to the Platform.

CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE USE OF 2-FACTOR

AUTHENTICATION PROVIDES ADDITIONAL SECURITY AND PROTECTION AGAINST
UNAUTHORIZED ACCOUNT ACCESS. FAILURE TO IMPLEMENT 2-FACTOR
AUTHENTICATION EXPOSES CUSTOMER TO POTENTIAL SIGNIFICANT RISK,
INCLUDING THE RISK OF UNAUTHORIZED ACCOUNT ACCESS AS WELL AS THE
COMPLETE LOSS OF ALL FUNDS AND CRYPTOCURRENCY IN THE CUSTOMER
ACCOUNT. IF CUSTOMER CHOOSES TO ACCESS THE ACCOUNT AND THE
SERVICES WITHOUT 2-FACTOR AUTHENTICATION ENABLED IT SHALL DO SO AT
ITS SOLE RISK AND SHALL BE SOLELY LIABLE FOR ANY LOSSES SUFFERED BY
CUSTOMER OR VOYAGER IN CONNECTION WITH ANY UNAUTHORIZED ACCOUNT
ACCESS, TAKEOVER, OR USE OF ANY KIND.

The Customer agrees to immediately notify Voyager in writing, delivered via e-mail and a
recognized international delivery service, if the Customer becomes aware of: (i) any loss, theft,
or unauthorized use of Customer CSI or Account numbers, including inability to utilize 2-Factor
Authentication; (ii) any failure by the Customer to receive any communication from Voyager
indicating that an order was received, executed or cancelled, as applicable; (iii) any failure by the
Customer to receive an accurate written confirmation of an order, execution, or cancellation; (iv)
any receipt by the Customer of confirmation of an order, execution or cancellation, which the
Customer did not place; (v) any inaccurate information in or relating to the Customer orders,
trades, margin status, Account balances, deposits, withdrawals, securities positions or transaction
history; or (vi) any other unauthorized use or access of the Customer Accounts.

Each of the events described above shall be deemed a “Potential Fraudulent Event.” The use and
storage of any information including the Account numbers, CSI, portfolio information,
transaction activity, account balances and any other information or orders available on the
Customer’s wireless, web-enabled cellular telephone or similar wireless communications device
(each, a “Mobile Device”) or the Customer’s personal computer is at the Customer’s own risk
and is the Customer’s sole responsibility. The Customer represents that the Customer is solely
responsible for and has authorized any orders or instructions appearing in, originating from, or
associated with the Accounts, the Account numbers, the Customer username and password, or
CSI. The Customer agrees to notify Voyager immediately after the Customer discovers any
Potential Fraudulent Event, but in no event more than twenty-four (24) hours following
discovery.

Upon the occurrence of a Potential Fraudulent Event or Voyager’s suspicion that a Potential
Fraudulent Event has occurred or is likely to occur, Voyager may amend or issue Customer new
CSI, require Customer to change CSIs, and/or suspend or limit access to the Platform and
Services. In the event that Customer is unable to access the Account due to the fact that they are
unable, for any reason, to complete necessary 2-Factor Authentication, including because
Customer is unable to access their Mobile Device, changed their telephone number, or otherwise,
Customer may be unable to access the Account for an extended period of time. Voyager will
provide Customer with reasonable assistance in an attempt to restore 2-Factor Authentication
operability.

Upon request by Voyager, the Customer agrees to report any Potential Fraudulent Event
promptly to legal authorities and to provide Voyager a copy of any report prepared by such legal
authorities. The Customer agrees to cooperate fully with the legal authorities and Voyager in any
investigation of any Potential Fraudulent Event and the Customer will complete any required
affidavits promptly, accurately and thoroughly. The Customer also agrees to allow Voyager
access to the Customer’s Mobile Device, the Customer’s computer, and the Customer’s network
in connection with Voyager’s investigation of any Potential Fraudulent Event. The Customer
understands that if the Customer fails to do any of these things the Customer may encounter
delays in regaining access to the Account.

22. Electronic Signatures: Modifications to the Customer Agreement

The Customer agrees to transact business with the Voyager electronically. By electronically
signing the Customer Agreement, the Customer acknowledges and agrees that such electronic
signature is valid evidence of the Customer’s consent to be legally bound by the Customer
Agreement and such subsequent terms as may govern the use of the Platform. The use of an
electronic version of any document fully satisfies any requirement that the document be provided
to the Customer in writing. The Customer accepts notice by electronic means as reasonable and
proper notice, for the purpose of any and all laws, rules and regulations. Customer understands
that, if required by applicable law, or if Voyager decides in its sole discretion, Voyager may
provide Customer with notices by other means, including emails linking to the Platform, other
emails, or text messages. The electronically stored copy of the Customer Agreement on the
Website is considered to be the true, complete, valid, authentic and enforceable record of the
Customer Agreement, admissible in judicial or administrative proceedings to the same extent as
if the documents and records were originally generated and maintained in printed form. The
Customer agrees to not contest the admissibility or enforceability of Voyager’s electronically
stored copy of the Customer Agreement.

In addition, if the Customer requests other Services provided by Voyager that require the
Customer to agree to specific terms and conditions electronically (through clicks or other
actions) or otherwise, such terms and conditions will be deemed an amendment and will be
incorporated into and made part of this Customer Agreement.

23. Consent to Electronic Delivery of Documents

(A) Consent. By agreeing to electronic delivery, the Customer is giving informed consent to
electronic delivery of all Agreement Documents, as defined below, other than those the
Customer has specifically requested to be delivered in paper form. “Agreement Documents”
include notices, disclosures, current and future account statements, regulatory communications
(such as prospectuses, proxy solicitations, and privacy notices), trade confirmations, tax-related
documents, and any other information, documents, data, and records regarding the Account, the
Customer Agreement (including, without limitation, amendments to the Customer Agreement),
and the Services delivered or provided to the Customer by Voyager, and any other parties. The
Customer agrees that the Customer can access, view, download, save, and print any Agreement
Documents received via electronic delivery for the Customer’s records.

(B) Electronic Delivery System. The Customer acknowledges Voyager’s primary method of
communication with the Customer includes: (i) posting information on the Website, (ii)
providing information via the App, (iii) sending email(s) to the Customer’s email address of
record, and, to the extent required by law, (iv) providing the Customer with notice(s) that will
direct the Customer to the App or the Website where information can be read and printed. Unless
otherwise required by law, Voyager reserves the right to post Agreement Documents on the
Website without providing notice to the Customer. Further, Voyager reserves the right to send
Agreement Documents to the Customer’s postal or email address of record, or via the App or
Website. The Customer agrees that all Agreement Documents provided to the Customer in any
of the foregoing manners is considered delivered to the Customer personally when sent or posted
by Voyager, whether the Customer receives it or not.

All e-mail notifications regarding Agreement Documents will be sent to the Customer’s e-mail
address of record. The Customer agrees to maintain the e-mail address provided to Voyager until
the Customer provides Voyager with a new one. The Customer understands that e-mail messages
may fail to transmit promptly or properly, including being delivered to SPAM folders. The
Customer further understands that it is their sole responsibility to ensure that any emails from
Voyager are not marked as SPAM. Regardless of whether or not the Customer receives an e-mail
notification, the Customer agrees to check the Website regularly to avoid missing any
information, including time-sensitive or otherwise important communication. If the Customer
authorizes someone else to access the e-mail account provided to Voyager, the Customer agrees
to tell the authorized individual to share the Agreement Documents with the Customer promptly,
and the Customer accepts the risk that they will see sensitive Account information. The
Customer understands that if a work e-mail address or computing or communications device is
used for Account access the employer or other employees may have access to the Agreement
Documents.

Additionally, the Customer acknowledges that the internet is not a secure network and agrees
that the Customer will not send any confidential information, including, without limitation,
Account numbers or passwords, in any unencrypted e-mails. The Customer also understands that
communications transmitted over the internet may be accessed by unauthorized or unintended
third parties and agrees to hold Voyager and its Affiliates, and each Voyager’s and ifs Affiliates’
respective directors, officers, employees and agents harmless for any such access regardless of
the cause.

The Customer agrees to promptly and carefully review all Agreement Documents when they are
delivered and notify Voyager in writing within five (5) calendar days of delivery if there is
objection to the information provided (or other such time specified in the Customer Agreement).
If the Customer fails to object in writing within such time, Voyager is entitled to treat such
information as accurate and conclusive. The Customer will contact Voyager to report any
problems with accessing the Agreement Documents.

(C) Costs. Potential costs associated with electronic delivery of Agreement Documents may
include charges from internet access providers and telephone companies, and the Customer
agrees to bear these costs. Voyager will not charge the Customer additional online access fees for
receiving electronic delivery of Agreement Documents.

(D) Revocation of Consent. Subject to the terms of the Agreement Documents, the Customer
may revoke or restrict consent to electronic delivery of Agreement Documents at any time by
notifying the Voyager in writing of the intention to do so. The Customer also understands that
the Customer has the right to request paper delivery of any Agreement Document that the law
requires Voyager to provide to the Customer in paper form. Voyager will not treat the Customer
request for paper copies as a withdrawal of consent to electronic delivery of Agreement
Documents. The Customer understands that if revoking or restricting consent to electronic
delivery or requesting paper delivery of Agreement Documents, Voyager, in its sole discretion,
may charge the Customer a reasonable service fee for the delivery of any Agreement Documents
that would otherwise be delivered to the Customer electronically, restrict or close the Account(s),
or terminate the Customer’s access to the Platform in each case, in Voyager’s sole discretion.
The Customer understands that neither the revocation or restriction of consent, nor the request
for paper delivery, nor Voyager’s delivery of paper copies of Agreement Documents will affect
the legal effectiveness or validity of any electronic communication provided while consent was
in effect.

(E) Duration of Consent. Customer consent to receive electronic delivery of Agreement

Documents will be effective immediately and will remain in effect unless and until either the
Customer or Voyager revokes it. In the event that Customer revokes such consent, Customer
understands and acknowledges that Voyager may immediately terminate this Agreement. The
Customer understands that it may take up to three (3) business days to process a revocation of
consent to electronic delivery, and that the Customer may receive electronic notifications until
such consent is processed.

(F) Hardware and Software Requirements. The Customer understands that in order to access the
Platform, utilize the Services and receive electronic deliveries, the Customer must have access to
a computer or Mobile Device, a valid e-mail address, and the ability to download such
applications as Voyager may specify and to which the Customer has access. The Customer also
understands that if the Customer wishes to download, print, or save any information, that the
Customer must have access to a printer or other device in order to do so.

(G) Consent and Representations. The Customer hereby agrees to have carefully read the above
information regarding informed consent to electronic delivery and fully understand the
implications thereof. Additionally, the Customer hereby agrees to all conditions outlined above
with respect to electronic delivery of any Agreement Document. The Customer will maintain a
valid e-mail address and continue to have access to the internet.

24. Electronic Fund Transfers

(A) Overview. Customer understands that the Account provides for certain electronic fund
transfer (“EFT”) capabilities. This Section applies solely with respect to EFTs. Customer
understands and agrees that Customer’s use of any EFT function is subject to the disclosures set
forth in Section 24 – Electronic Fund Transfers, and Customer acknowledges that they have
received and reviewed such disclosures.

(B) Customer Liability. Customer agrees to contact Voyager immediately if Customer believes
an EFT has been initiated without Customer’s permission. Also, in the event that an Account
Statement shows an EFT transfer that Customer did not make, Customer agrees to contact
Voyager promptly but in any event within 60 days after the Account Statement is made available
to Customer. The longer Customer waits to notify Voyager of any unauthorized EFT the more
likely it is that Customer will be unable to obtain any lost funds.

(C) Contact Information. In the event of an unauthorized EFT Customer should contact Voyager
Support.

(D) Transfer Types and Limits. EFTs are subject to the following limits:

USD Deposits: Daily limit: $5,000.

USD Withdrawals: Daily limit: $25,000.

(E) Fees. Voyager will not charge Customer any fees in connection with the initiation and
completion of any EFT, however, third party fees, including foreign taxes, as applicable, may
apply.
(F) Confidentiality. Voyager may disclose information to third parties about Customer as well
as the EFTs effectuated out of the Account in the following circumstances:

(1) Where it is necessary or helpful for completing or correcting transactions and resolving
claims regarding transactions;

(2) In order to verify the existence and condition of the Account to a third party;

(3) In order to comply with a valid request by a government agency a court order, or other legal
or administrative reporting requirements;

(4) If Customer consents by giving Voyager written permission; to Voyager employees,

auditors, affiliates, service providers, or attorneys as needed;

(5) In order to prevent, investigate or report possible illegal activity;

(6) In order to authorize EFTs; or

(7) Otherwise as necessary to fulfill our obligations under this Agreement.

Please see Voyager’s Privacy Policy for further details.

(G) Documentation. Upon the completion of an EFT Customer has a right to a written receipt
(an “EFT Receipt”) including the details of the EFT. In addition, the Customer has a right to
transaction statements in connection with the Account (“Account Statements”).

(H) Voyager Liability. In no event will Voyager be liable to Customer for any equitable,
consequential (including lost profits, indirect, extraordinary, incidental, punitive, or special
damages). For instance, Voyager will not be liable to Customer if:

(1) Customer does not have enough funds in the Account to complete the EFT;

(2) Voyager has placed a hold or other limit on Customer’s Account in connection with any
legal, regulatory, or administrative process, or in connection with Voyager’s anti-money
laundering and compliance obligations;

(3) Voyager experienced a technical malfunction that the Customer was aware of at the time of
the transaction;

(4) Voyager suspects that the requested EFT is unauthorized; or

(5) Circumstances beyond Voyager’s control prevent the completion of the EFT or otherwise
cause an EFT to be completed incorrectly or inaccurately.

(I) Errors; Questions.

In the event that Customer believes an EFT Receipt or Account Statement is incorrect (an “EFT
Error”) or if Customer has any questions about an EFT, contact Voyager at Voyager Support.

The following are considered EFT Errors:

(1) An unauthorized EFT;

(2) An incorrect EFT to or from Customer’s Account;

(3) An improperly recorded EFT on Customer’s Account Statement; or

(4) A computational or bookkeeping error related to Customer’s Account.

The following are NOT considered EFT Errors:

(1) A routine inquiry about Customer’s account balance or the status of pending transfers to or
from Customer’'s account, unless Customer expressly notifies Voyager of an error in connection
with the transfer;

(2) A request for information for tax or other recordkeeping purposes; or

(3) A request for duplicate copies of documentation.

Voyager must be properly notified no later than 60 days after Customer was provided access to
the statement in question. In order for Voyager to be properly notified, Customer must conduct
the following steps:

(1) Contact Voyager Support and submit the request under the subcategory: Unauthorized USD
Transfer or USD Transfer Error.

(2) Provide Voyager with Customer’s name and email address or phone number that is actively
associated with the Account.

(3) Describe the EFT Error or the transfer that Customer is unsure of and explain as clearly as
Customer can why Customer believes an error is present or why Customer needs more
information.

(4) State the type, date, and dollar amount of the suspected EFT Error.

If Customer orally notifies Voyager of an EFT Error or question, Customer is required to send
the complaint or question, in writing and in the same manner described above, to Voyager
Support within 10 business Days.

Voyager will generally determine whether an error occurred within 10 business days after
Voyager is properly notified of the EFT Error by Customer and will correct any error promptly. If
Voyager needs more time, however, Voyager may take up to 45 days to investigate Customer’s
complaint or question.

For EFT Errors involving new Accounts and point-of-sale transactions, Voyager may take up to
90 days to investigate the complaint or question.

Within 3 business days after completing an investigation, Voyager will communicate the results
to Customer. If Voyager determines that there was no error, Voyager will send Customer a
written explanation. Customer may ask for copies of the documents that Voyager used in an
investigation. “Business days” are Monday through Friday, excluding federal holidays.

25. ACH

Customer authorizes Voyager, at its discretion and without further prior notice, to utilize an
electronic check process or Automated Clearing House (“ACH”) facility to draft funds in the
amount of any checks payable to Voyager, its agents or assigns. Money deposited via ACH is
normally not available for five (5) to ten (10) business days. Customer understands that for ACH
transfers to be established, the name on the Account must match Customer’s bank account. To
send and receive funds via ACH, Customer’s bank must be a member of the ACH system. For
ACH transactions, Customer hereby grants Voyager limited power of attorney to effectuate such
transactions. Customer understand that if Customer decides to rescind an ACH transfer, or if an
ACH transaction is returned to Customer’s bank for any reason, Customer hereby directs and
grants Voyager power of attorney to redeem any and all Cryptocurrency purchases and deposits
necessary to fulfill and make such rescission regardless of whether Customer incurs a loss. The
remediation described in the preceding sentence may result in a delay of returned funds or
liquidation of Customer assets. Voyager may also choose to sever the client relationship and
return prior deposits if warranted to protect Voyager from risk or potential fraud. An ACH bank
reversal may occur when (1) there are insufficient funds in Customer’s bank account, (2) there is
a duplicate transaction, (3) the transaction is denied, (4) the type of account is incorrect, or 5) any
of the return reasons as noted in ACH Return Codes R01 – R33. Customer acknowledges that in
the event of an ACH bank reversal, Customer might incur a fee.

26. Questions; Feedback; Complaints

If Customer has any questions, would like to provide feedback, or would like more information
regarding the Services, please feel free to email Voyager at support@investvoyager.com.

If Customer has a complaint or dispute with Voyager in connection with the Services (a
“Complaint”), Customer agrees to contact Voyager through Voyager’s support team at
support@investvoyager.com in order to attempt to resolve any such Complaint amicably. When
submitting a Complaint, please provide Voyager with your name, address, and any other
information that Voyager may need in order to identify Customer and the Account. Voyager will
acknowledge receipt of the Complaint upon receipt. Upon receipt of a Complaint, a Voyager
support member will review the Complaint based upon the information provided in such
Complaint and, if necessary, reach out to Customer via e-mail in order to attempt to resolve such
Complaint. Customer satisfaction is a priority and while Voyager hopes that all issues related to
the Account or Service can be resolved through the aforementioned Customer support process, if
a Complaint is not resolved in a manner satisfactory to Customer, the Customer may require that
Customer and Voyager pursue any unresolved Complaint (or portion thereof) through arbitration,
consistent with the terms of Section 26 – Arbitration Agreement below.

27. Arbitration Agreement

Voyager and Customer agree to attempt informal resolution of any Complaint arising in
connection with this Agreement, the Account, the Platform, or the Services consistent with the
procedures outlined in Section 25 – Questions; Feedback; Complaints, including but not limited
to engaging in non-lawyer mediation, prior to any demand for adjudicationarbitration.

VOYAGER AND CUSTOMER FURTHER AGREE THAT IF THE PARTIES CANNOT

SOLVERESOLVE SUCH COMPLAINT INFORMALLY AND CONSISTENT WITH THE
PROCEDURES OUTLINED IN SECTION 25 – QUESTIONS; FEEDBACK; COMPLAINTS,
ANY SUCH DISPUTETHE COMPLAINT SHALL BE FINALLY SETTLEDAND
EXCLUSIVELY RESOLVED IN BINDING ARBITRATION, ON AN INDIVIDUAL BASIS,
IN ACCORDANCE WITHADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION (“AAA”) AND IN ACCORDANCE WITH THE AAA’S RULES FOR
ARBITRATION OF CONSUMER-RELATED DISPUTES, AND. VOYAGER AND
CUSTOMER HEREBY EXPRESSLY WAIVE ANY RIGHT TO GO TO COURT, TO HAVE
A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE IN A CLASS-ACTION
LAWSUIT OR CLASS-WIDE ARBITRATION. THE ARBITRATION WILL OCCUR IN
NEW JERSEY ANDUNLESS VOYAGER AND CUSTOMER BOTH AGREE IN WRITING,
THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR MORE THAN ONE
CUSTOMER’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF
REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR SHALL ALSO HAVE
EXCLUSIVE AUTHORITY TO DECIDE ANY ISSUES RELATING TO THE MAKING,
VALIDITY, ENFORCEMENT, OR SCOPE OF THIS ARBITRATION AGREEMENT,
ARBITRABILITY, DEFENSES TO ARBITRATION INCLUDING UNCONSCIONABILITY,
OR THE VALIDITY OF THE JURY TRIAL OR CLASS ACTION WAIVERS.

THE ARBITRATION WILL BE CONDUCTED CONFIDENTIALLY BY A SINGLE,

NEUTRAL ARBITRATOR AND WILL OCCUR ON A DOCUMENTS-ONLY BASIS OR, IF
VOYAGER OR CUSTOMER CHOOSES, OVER TELEPHONE, VIDEO, OR IN PERSON.
FOR AN IN-PERSON ARBITRATION, THE PROCEEDINGS WILL BE IN THE CITY OR
COUNTY WHERE CUSTOMER PRIMARILY RESIDES, OR IF CUSTOMER DOES NOT
RESIDE IN THE UNITED STATES, IN THE STATE OF NEW JERSEY. CUSTOMER
AGREES TO BEAR ITS OWN ATTORNEY’S FEES, COSTS, AND EXPENSES. THE
ARBITRATOR MAY AWARD ANY RELIEF THAT A COURT OF COMPETENT
JURISDICTION COULD AWARD, INCLUDING ATTORNEYS’ FEES WHEN
AUTHORIZED BY LAW, AND THE ARBITRALARBITRATOR’S DECISION MAY BE
ENFORCED IN ANY COURT. ANY DISPUTE BETWEEN THE PARTIES WILL BE
GOVERNED BY THIS CUSTOMER AGREEMENT AND THE LAWS OF THE STATE OF
NEW JERSEY AND APPLICABLE UNITED STATES LAW, WITHOUT GIVING EFFECT
TO ANY CONFLICT OF LAWS PRINCIPLES THAT MAY PROVIDE FOR THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION. VOYAGER AND
CUSTOMER FURTHER AGREE THAT THE STATE OR FEDERAL COURTS IN NEW
JERSEY HAVE EXCLUSIVE JURISDICTION OVER ANY APPEALS OF OR AN
APPLICATION TO VACATE AN ARBITRATION AWARD AND OVER ANY LAWSUIT
BETWEEN THE PARTIES NOT SUBJECT TO ARBITRATION. IN SUCH CASES,
VOYAGER AND CUSTOMER AGREE TO SUBMIT TO THE PERSONAL JURISDICTION
OF THE STATE AND FEDERAL COURTS OF NEW JERSEY AND AGREE TO WAIVE
ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER THE
PARTIES BY SUCH COURTS AND TO VENUE IN SUCH COURTS.

IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION OR ANY OTHER

PROVISION OF THIS SECTION IS DEEMED INVALID OR UNENFORCEABLE, THEN
CUSTOMER AGREES AND UNDERSTANDS THAT THE REMAINING PORTIONS OF
THE ARBITRATION PROVISIONS IN THIS SECTION WILL REMAIN IN FULL FORCE
AND EFFECT.

NOTWITHSTANDING VOYAGER AND CUSTOMER’S AGREEMENT TO RESOLVE ALL

DISPUTES THROUGH ARBITRATION, EITHER VOYAGER OR CUSTOMER MAY SEEK
RELIEF IN A SMALL CLAIMS COURT FOR DISPUTES OR CLAIMS WITHIN THE
SCOPE OF THAT COURT’S JURISDICTION.

28. Telephone Conversations and Electronic Communications

Customer understands and agrees that Voyager may record and monitor any telephone or
electronic communications with the Customer. Unless otherwise agreed in writing in advance,
Voyager does not consent to the recording of telephone conversations by any third party of the
Customer. The Customer acknowledges and understands that not all telephone or electronic
communications are recorded by Voyager, and Voyager does not guarantee that recordings of
any particular telephone or electronic communications will be retained or are capable of being
retrieved.

29. Oral Authorization

Customer agrees that Voyager shall be entitled to act upon any oral instructions given by the
Customer with respect to the Account so long as Voyager reasonably believes such instruction
was actually given by the Customer or the Customer’s authorized agent.

30. Effect of Attachment or Sequestration of Account

If Voyager, a service provider, or their respective officers, directors, agents, employees, and
representatives (collectively, the “Voyager Representatives”) are served with levies, attachments,
garnishments, summons, subpoenas, court orders, or other legal process which name Customer
as a debtor or otherwise, Voyager Representatives shall be entitled to rely upon the
representations, warranties, and statements made in such legal process. Customer hereby agrees
that Voyager Representatives may respond to any such legal process in their own discretion
without regard to jurisdiction or forward such legal process to any other party as may be
appropriate. Voyager Representatives shall not be liable for refusing to obey any orders given by
or for the Customer with respect to an Account that has been subject to an attachment or
sequestration in any legal proceeding against the Customer, and Voyager Representatives shall
be under no obligation to contest the validity of any such attachment or sequestration. Customer
agrees to indemnify, defend, and hold all of the Voyager Representatives harmless from all
actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with compliance
with any process that any Voyager Representative reasonably believes in good faith to be valid.

31. Event of Death

It is agreed that in the event of the Customer’s death or the death of one of the joint Account
holders, the representative of the Customer’s estate or the survivor or survivors shall promptly
give Voyager written notice thereof, and Voyager may, before or after receiving such notice, take
such proceedings, require such papers and inheritance or estate tax waivers, retain such portion
of, or restrict transactions in the Accounts as Voyager may deem advisable to protect Voyager
against any tax, liability, penalty or loss under any present or future laws or otherwise.
Notwithstanding the above, in the event of the Customer’s death or the death of one of the joint
Account holders, all open orders shall be canceled, but Voyager shall not be responsible for any
action taken on such orders prior to the actual receipt of notice of death. Further, in Voyager’s
discretion it may close out the Account without awaiting the appointment of a personal
representative for the Customer’s estate and without demand upon or notice to any such personal
representative. The estate of any of the Account holders who have died shall be liable and each
survivor shall continue to be liable, jointly and severally, to Voyager for any net debit balance or
loss in said Account in any way resulting from the completion of transactions initiated prior to
the receipt by Voyager of the written notice of the death of the decedent or incurred in the
liquidation of the Account or the adjustment of the interests of the respective parties, and for all
other obligations pursuant to the Customer Agreement. Such notice shall not affect Voyager’s
rights under the Customer Agreement to take any action that Voyager could have taken if the
Customer had not died.

Upon the death or incapacity of an Account owner and if the legal heirs or representatives of
such Account owner would like to withdraw the remaining balance in the Account, to the extent
there is any, such legal heirs should present to Voyager the necessary official legal documents
from the applicable authorities in the relevant jurisdiction, and Voyager, upon checking such
documents, shall allow such withdrawal in accordance with any applicable laws.

32. Unclaimed Property

If there are funds or Cryptocurrency in an Account and Voyager is unable to contact Customer at
the address shown in Voyager’s records, and has no record of Customer’s use of the Services for
an extended period (as defined by applicable law), Voyager may be required to report and deliver
such funds or Cryptocurrency to the applicable governmental authority as unclaimed property.
Voyager reserves the right to deduct a dormancy fee or other administrative charges from such
unclaimed funds and Cryptocurrency, as permitted by applicable law.

33. Tax Reporting; Tax Withholding

The taxation of Cryptocurrency transactions is extremely complex, and no attempt is made
herein to fully describe the various tax rules that apply to such transactions or to explain in
complete detail the rules which are mentioned. However, generally, any sales, exchanges or
dispositions of Cryptocurrency may have U.S. federal, state, local and non-U.S. income tax
consequences for the Customer and may result in the Customer having to pay additional income
taxes. Customers may have a variety of tax reporting obligations with respect to certain
Cryptocurrency. Each Customer should confer with their tax advisor regarding the tax
consequences of utilizing each of the Account based upon the Customer’s particular
circumstances. The Customer and Customer’s tax advisors are responsible for how Customer’s
activity in the Account is reported to the Internal Revenue Service (“IRS”) or any other taxing
authority. Voyager assumes no responsibility to Customer for the tax consequences of any
transactions.

The proceeds of sale transactions and dividends paid will be reported to the IRS in accordance
with applicable law. Under penalties of perjury, the Customer certifies that the taxpayer
identification number provided or will provide to Voyager (including any taxpayer identification
number on any Form W-9 that the Customer has provided or will provide to Voyager) is the
Customer’s correct taxpayer identification number. The Customer certifies that the Customer is
not subject to backup withholding and is a United States Person (including a U.S. resident alien)
as such term is defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(“U.S. Person”). If a correct Taxpayer Identification Number is not provided to Voyager, the
Customer understands the Customer may be subject to backup withholding tax at the appropriate
rate on all dividends, interest and gross proceeds paid to the Customer. Backup withholding
taxes are sent to the IRS and cannot be refunded by Voyager. The Customer further understands
that if the Customer waives tax withholding and fails to pay sufficient estimated taxes to the IRS,
the Customer may be subject to tax penalties.

34. Miscellaneous.

(A) Interpretation. The heading of each provision of the Customer Agreement is for descriptive
purposes only and shall not be (1) deemed to modify or qualify any of the rights or obligations
set forth in the Customer Agreement or (2) used to construe or interpret any of the provisions
under the Customer Agreement. When a reference is made in this Customer Agreement to a
Section, such reference shall be to a Section of this Customer Agreement unless otherwise
indicated. Whenever the words “include,” “includes” or “including” are used in the Customer
Agreement, they shall be deemed to be followed by the words “without limitation.” The word
“or,” when used in the Customer Agreement, has the inclusive meaning represented by the
phrase “and/or.” Unless the context of the Customer Agreement otherwise requires: (i) words
using the singular or plural number also include the plural or singular number, respectively; and
(ii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to the
Customer Agreement in its entirety. The word “will” expresses an obligation equivalent to
“shall.” The Customer Agreement will not be construed in favor of or against any party by
reason of the extent to which any party participated in the preparation of the Customer
Agreement.
(B) Binding Effect; Assignment. This Customer Agreement shall bind Customer’s heirs,
assigns, executors, successors, conservators, and administrators. Customer may not assign this
Customer Agreement or any rights or obligations under this Customer Agreement without first
obtaining Voyager’s prior written consent. Voyager may assign, sell or transfer the Account and
this Customer Agreement, or any portion thereof, at any time, without prior notice to Customer.

(C) Severability. If any provisions or conditions of this Customer Agreement are or become
inconsistent with any present or future law, rule or regulation of any applicable government,
regulatory, or self-regulatory agency or body, or are deemed invalid or unenforceable by any
court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the
extent permitted by applicable law, to make this Customer Agreement in compliance with such
law, rule or regulation, or to be valid and enforceable, but in all other respects, this Customer
Agreement shall continue in full force and effect.

(D) Website Postings. Customer agrees and understands that Voyager or any of its Affiliates
may post other specific agreements, disclosures, policies, procedures, terms and conditions that
apply to Customer’s use of the App, the Website or the Account on the Website (“Website
Postings”). Customer understandunderstands that it is Customer’s continuing obligation to
understand the terms of the Website Postings, and Customer agrees to be bound by the Web
Postings as are in effect at the time of Customer’s use.

(E) Entirety of Agreement. This Customer Agreement, any attachments hereto, other agreements
and policies referred to in this Customer Agreement (including the Website Postings), and the
terms and conditions contained in Customer’s Account statements and confirmations, contain the
entire agreement between Voyager and Customer and supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between Voyager and
Customer, provided, however, that any and all other agreements between Voyager and Customer,
not inconsistent with this Customer Agreement, will remain in full force and effect.

(F) Amendment. Voyager may, at any time, amend the Customer Agreement without prior
notice to the Customer. No provision of the Customer Agreement can be amended by Customer
in any respect. The current version of the Customer Agreement will be posted on the Website
and made available through the App and Customer’s continued use of the Platform after such
amendment constitutes agreement to be bound by all then-in-effect amendments to the Customer
Agreement, regardless of whether the Customer has actually reviewed it. Continued use of the
Platform after such posting will constitute the Customer’s acknowledgment and acceptance of
such amendment. The Customer agrees to regularly consult the App and Website for up-to-date
information about the Services and any modifications to the Customer Agreement.

(G) No Waiver; Cumulative Nature of Rights and Remedies; Non-Waiver of Rights. Customer
understands that Voyager’s failure to insist at any time upon strict compliance with any term
contained in this Customer Agreement, or any delay or failure on Voyager’s part to exercise any
power or right given to Voyager in this Customer Agreement, or a continued course of such
conduct on Voyager’s part, shall at no time operate as a waiver of such power or right, nor shall
any single or partial exercise preclude any other further exercise. All rights and remedies given
to Voyager in this Customer Agreement are cumulative and not exclusive of any other rights or
remedies to which Voyager is entitled. This Customer Agreement shall not be construed to waive
rights that cannot be waived under applicable laws and regulations.

(H) Relationship of the Parties. Customer agrees and understands that nothing in this Customer
Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a
partnership, employment, joint venture, or formal business entity of any kind; and the rights and
obligations of the parties shall be limited to those expressly set forth herein.

(I) No Third-Party Beneficiaries. Except for the indemnity and exculpation provisions herein,
nothing expressed in, mentioned in, or implied from this Customer Agreement is intended or
shall be construed to give any person other than the parties hereto any legal or equitable right,
remedy, or claim under or in respect to this Customer Agreement to enforce any of its terms
which might otherwise be interpreted to confer such rights to such persons, and this Customer
Agreement and all representations, warranties, covenants, conditions and provisions hereof are
intended to be and are for the exclusive benefit of the parties.

(J) Survival. All provisions of this Customer Agreement that by their nature extend beyond the
expiration or termination of this Agreement, including, without limitation, sections pertaining to
suspension or termination, debts owed, general use of the Services, disputes with Voyager, and
general provisions, shall survive the termination or expiration of this Agreement.

(K) Written Notice. Customer agrees that if Voyager sends an email to the email address on
record for the Account, this constitutes “written notice” from Voyager to Customer. For all
notices made by email, the date of receipt is considered to be the date of transmission.

(L) Governing Law. The laws of the State of New Jersey (regardless of the choice of law rules
thereof) shall govern this Customer Agreement and all transactions in the Account.
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 EXHIBIT C
Financial Statements
 VOYAGER DIGITAL LTD.
Management’s Discussion and Analysis
For the quarter ending March 31, 2022
May 16, 2022
Introduction

The following Management’s Discussion & Analysis (“MD&A”) of the financial condition and results of the operations
of Voyager Digital Ltd. (the “Company” or “Voyager”) constitutes management’s review of the factors that affected the
Company’s financial and operating performance for the fiscal third quarter ended March 31, 2022. All information in this
MD&A is given as of and for the three and nine months ended March 31, 2022 and 2021, unless otherwise indicated. All
dollar figures are stated in U.S. dollars, unless otherwise indicated.

This MD&A has been prepared in compliance with the requirements of Form 51-102F1, in accordance with National
Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the unaudited
interim condensed consolidated financial statements for the quarter ended March 31, 2022, and the audited annual
consolidated financial statements of the Company for the fiscal year ended June 30, 2021, together with the notes thereto.
In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary
for a fair presentation have been included. The results for the three and nine months ended March 31, 2022 are not
necessarily indicative of the results that may be expected for any future period. Information contained herein is presented
as of May 16, 2022, unless otherwise indicated.

For the purposes of preparing this MD&A, management considers the materiality of information. Information is considered
material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market
price or value of Voyager’s common shares; or (ii) there is a substantial likelihood that a reasonable investor would
consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information
available to investors. Management evaluates materiality with reference to all relevant circumstances, including potential
market sensitivity.

The words “we”, “our”, “us”, “Company” and “Voyager” refer to Voyager Digital Ltd. together with its subsidiaries and/or
the management and/or employees of the Company (as the context may require).

These documents, along with additional information about Voyager, are available under Voyager’s profile at
www.sedar.com.

Caution Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable
securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events
or the Company’s future performance. All statements other than statements of historical fact are forward-looking
statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,”
“expects,” “is expected,” “budget,” “scheduled,” “estimates,” “continues,” “forecasts,” “projects,” “predicts,” “intends,”
“anticipates” or “believes,” or variations of, or the negatives of, such words and phrases, or state that certain actions, events
or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ
materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A
speak only as of the date of this MD&A or as of the date specified in such statement. These forward-looking statements
may include, but are not limited to, statements relating to:

● Our expectations regarding our revenue, expenses, operations and future operational and financial performance;
● Our cash flows;
● Popularity, adoption and rate of adoption of cryptocurrencies;
● Our plans for and timing of geographic expansion or new offerings;
● Our future growth plans;
● Our ability to stay in compliance with laws and regulations or the interpretation or application thereof that currently
apply or may become applicable to our business both in the United States (the “U.S.”) and internationally;
● Our expectations with respect to the application of laws and regulations and the interpretation or enforcement thereof
and our ability to continue to carry on our business as presently conducted or proposed to be conducted;
● Trends in operating expenses, including technology and development expenses, sales and marketing expenses, and
general and administrative expenses, and expectations regarding these expenses as a percentage of revenue;

1
● Our ability to continue to operate and expand our rewards program;
● The reliability, stability, performance and scalability of our infrastructure and technology;
● Our ability to attract new customers and maintain or develop existing customers;
● Our ability to attract and retain personnel;
● Our expectations with respect to advancement in our technologies;
● Our competitive position and our expectations regarding competition;
● Regulatory developments and the regulatory environments in which we operate; and
● Expected impact of COVID-19 on the Company’s future operations and performance.

Forward-looking statements are based on certain assumptions and analysis made by us in light of our experience and
perception of historical trends, current conditions and expected future developments and other factors we believe are
appropriate. Forward-looking statements are also subject to risks and uncertainties which include:

● Decline in the cryptocurrency market or general economic conditions;

● Regulatory uncertainty and risk, including changes in laws or the interpretation or application or enforcement thereof
and the obtaining of regulatory approvals;
● We are subject to an extensive and highly-evolving and uncertain regulatory landscape and any adverse changes to,
or our failure to comply with, any laws and regulations, or regulatory interpretation of such laws and regulations,
could adversely affect our brand, reputation, business, operating results, and financial condition;
● In connection with such laws and regulations or regulatory interpretation thereof, a particular crypto asset’s or product
offering’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are
unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny,
investigations, fines, and other penalties, and our business, operating results, and financial condition may be
adversely affected;
● Risks related to managing our growth;
● Our dependence on customer growth, including new customers and growth in the number and value of transactions
and deposits;
● Our operating results have and will significantly fluctuate due to the highly volatile nature of crypto;
● The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate.
If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely
affected;
● Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and
financial condition;
● Any significant disruption in our products and services, in our information technology systems, or in any of the
blockchain networks we support, could result in a loss of customers or funds and adversely impact our brand and
reputation and business, operating results, and financial condition;
● Regulatory risk, including changes in laws or the interpretation or application thereof and the obtaining of regulatory
approvals;
● Counterparty risk and credit risk;
● Lending risks;
● Technology and infrastructure risks, including their ability to meet surges in demand;
● Cybersecurity risks;
● Fluctuations in quarterly operating results;
● Risks related to the security of customer information;
● Competition in our industry and markets;
● Our reliance on key personnel;
● Our reliance on third party service providers;
● Exchange rate fluctuations;
● Risks related to expanding our marketing and sales;

2
● Risks related to our ability to adapt to rapid technological change;
● Risks related to terrorism, geopolitical crisis, or widespread outbreak of an illness or other health issue;
● Risks associated with acquisitions and the integration of the acquired businesses; and
● Risks related to international expansion.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Voyager’s ability to predict or
control. Readers are cautioned that the above does not contain an exhaustive list of the factors or assumptions that may
affect the forward-looking statements and that the assumptions underlying such statements may prove to be incorrect.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the
forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Voyager's
actual results, performance or achievements to be materially different from any of its future results, performance or
achievements expressed or implied by forward-looking statements. Moreover, we operate in a very competitive and rapidly
changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor
can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of
these risks, uncertainties, and assumptions, the future events and trends discussed in this document may not occur and
actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place
undue reliance on forward-looking statements. Readers are cautioned that past performance is not indicative of future
performance and current trends in the business and demand for crypto assets may not continue and readers should not put
undue reliance on past performance and current trends. The Company undertakes no obligation to update publicly or
otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise,
except as may be required by law. If the Company does update one or more forward-looking statements, no inference
should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless
required by law.

Description of Business

Voyager, through its U.S. operating subsidiaries, operates as a crypto asset broker that provides eligible retail and
institutional customers with access to its digital platform to buy and sell crypto assets in one account across multiple
centralized marketplaces. Voyager offers customers order execution, market data, wallet, and custody services through its
proprietary digital platform (the “Platform”). Through its subsidiary Coinify ApS (“Coinify”), Voyager provides crypto
payment solutions for both consumers and merchants around the globe.

Since its launch, the Company has enhanced functionality of the Platform with a number of customer features, including:

● increasing the number of crypto assets supported by the Platform;

● adding liquidity providers to its proprietary smart router technology to expand the depth of liquidity and quality of
trade execution for customer trades;
● integrating the operational infrastructure of its liquidity partners and custodians into one Platform;
● providing customers with crypto rewards paid monthly and in-kind to customers holding requisite minimum balances
of eligible crypto assets in their Voyager Account (the “Rewards Program”1); and
● launching the Voyager Loyalty Program for customers that hold a certain number of VGX tokens to unlock various
tiers that offer token utility rewards, including VGX staking rewards, earnings reward boost, crypto back rewards, as
well as refer-a-friend cash back rewards.

1
The Rewards Program allows customers to earn in-kind payments of crypto assets for maintaining minimum crypto asset balances of the same type of
crypto asset in their account. Rewards earned on crypto assets are variable and reward rates are determined by Voyager at its sole discretion. Customers
may opt-out of the Rewards Program. The Rewards Program is the subject of certain state regulatory orders and an SEC investigation. Subject to
Voyager’s ongoing communications with the Kentucky Department of Financial Institutions), it is expected that the Rewards Program will not be
available to Kentucky residents as a result of a cease and desist order issued by that state as of June 1, 2022. See the section on Contingencies.

3
The Platform is designed to be a single access point to market data, wallet and custody services for crypto assets. Through
the Platform, most customers can currently:

● quickly open an account; we utilize third party service providers for know-your-customer (“KYC”) and anti-money-
laundering (“AML”) checks to ensure timely and secure account openings;
● trade “spot” between fiat and crypto assets from a single account (there is no leverage, margin or financing of such
transactions);
● have an opportunity to earn rewards on certain crypto assets held in their account under the Rewards Program;
● execute trade orders utilizing a wide spectrum of liquidity providers;
● obtain market data to help manage and track their crypto asset holdings, including delivering news to keep customers
connected to the market, and providing portfolio tools to track performance, balances and transactions; and
● store crypto assets (Voyager utilizes multiple storage solutions while balancing security and availability).

The Platform uses a dynamic router and customized algorithms to execute customer orders to one or several crypto asset
exchanges, market makers or liquidity providers to efficiently buy or sell crypto assets on behalf of its customers. The
Platform (1) quotes the average price for a crypto asset as delivered by a proprietary quoting service that aggregates
Voyager’s available liquidity and computes a price, and (2) uses the smart order routing to search all open liquidity
providers used by Voyager to find a better rate than the quoted price. The Platform configuration is designed to provide
customers with trade execution that considers the price, certainty of execution, reliability of the trading venue, and speed
of execution.

Voyager is registered as a money services business pursuant to the Bank Secrecy Act regulations as administered by the
Financial Crimes Enforcement Network and is licensed to operate as a money transmitter or its equivalent in states where
such requirements are applicable2. Voyager entered into an Account Services Agreement with Metropolitan Commercial
Bank (the “Bank”), whereby the Bank provides all services associated with the movement of, and holding of, U.S. dollars
for each customer account in the U.S. (using an omnibus custodial “for the benefit of” account). The Bank is (i) a New
York registered bank, overseen by the New York State Department of Financial Services, (ii) listed on the New York Stock
Exchange (symbol: MCB), and (iii) a member of the FDIC. The Bank receives fees for wire transactions and account
transactions, subject to a minimum $10,000 monthly fee.

The registered office of the Company is Suite 2900 – 550 Burrard Street, Vancouver, BC, V7X 1J5, Canada; and its head
office is 33 Irving Place, 3rd Floor, New York, New York 10003.

Share capital reorganization

On September 7, 2021, Voyager's common shares commenced trading on the Toronto Stock Exchange (the “TSX”) under
the trading symbol of "VOYG”. Prior to trading on the TSX, the Company’s common shares were listed on the Canadian
Stock Exchange.

On December 14, 2021, the Company’s shareholders approved a reorganization of the Company’s share capital structure
(the “Share Capital Reorganization”). The Share Capital Reorganization was affected on December 15, 2021, and resulted
in, among other things, (i) creation of a new class of variable voting shares of the Company for shareholders that are U.S.
Residents, and (ii) limiting share ownership of the common shares of the Company to shareholders that are Non-U.S.
Residents (the common shares and variable voting shares, together, the “shares”). Aside from the differences in (a) the
residency status of shareholders of the common shares and variable voting shares and (b) the voting rights attributable to
each class of shares, the shares are otherwise treated the same by the Company in all material respects. In connection with
the Share Capital Reorganization the Company received certain exemptive relief from the Canadian securities
administrators to enable its common shares and variable voting shares to be treated collectively as if they were a single
class for certain purposes, including for take-over bid and early warning reporting purposes and to permit the Company to
refer to the variable voting shares as variable voting shares.

2
Trading is currently available to all U.S. residents, excluding New York state. We are actively working with New York regulators to obtain a BitLicense
to operate in New York and with various international regulators to operate internationally.

4
Effective December 23, 2021, the common shares and variable voting shares began trading on the TSX under the single
and current ticker "VOYG". Voyager is OTCQX Markets listed under the ticker “VGYVF”, Cusip 92919V405 and is held
at DTC.

Long-term incentive plan

Through December 13, 2021, the Company granted options to directors, officers, and employees under the Company’s
Stock Option Plan (the “SOP”). On December 14, 2021, shareholders approved the Company’s Long-Term Incentive Plan
(the “LTIP”) which replaced the SOP. The LTIP provides for broad-based equity awards to directors, officers, employees,
and permits the granting of options, performance share units, restricted share units and/or deferred share units. Options
granted under the SOP and the LTIP generally vest over three years, based on continued employment, and are settled upon
vesting in shares of the Company’s shares. The contractual term of the options is no more than 10 years.

Normal course issuer bid

In October 2021, the TSX approved the Company’s notice of intention to make a normal course issuer bid ("NCIB").
Pursuant to the NCIB, during the 12-month period from November 2, 2021 to November 1, 2022, the Company is able to
purchase up to 8.1 million shares, being approximately 5% of the Company’s outstanding shares at the time. For the nine
months ended March 31, 2022, the Company purchased 503,800 common shares under the NCIB for total consideration
of approximately $6.5 million. All purchases were made in accordance with the NCIB at prevailing market prices plus
brokerage fees.

Alameda Research

In October 2021, the Company entered into a subscription agreement to issue and sell 7,723,996 common shares of the
Company at a price of $9.71 for the aggregate purchase price of $75.0 million to Alameda Research Ltd. The transaction
closed on November 22, 2021.

Voyager Digital Ventures, LLC

In May 2022, the Company created a new subsidiary, Voyager Digital Ventures, LLC, to manage existing and future
investments in strategic partners and early stage crypto centric businesses.

Acquisitions, strategic investments and joint ventures

Fundstrat investment

In October 2021, the Company purchased 2,400,000 units of Fundstrat Global Advisors (“Fundstrat”) (representing
approximately 4% of the outstanding units of Fundstrat). The purchase consideration was satisfied by the issuance of
601,504 common shares of the Company.

Joint venture with Market Rebellion

On August 12, 2021, FINRA approved a 50% investment by Market Rebellion, a leading provider of trading education,
content, and tools for independent investors, in VYGR Digital Securities, LLC to provide brokerage for equities, options,
and futures trading through the Platform. Voyager and Market Rebellion intend to jointly operate a broker-dealer focused
on providing online brokerage services for equities, options, and futures. VYGR Digital Securities, LLC plans to execute
equity trades on behalf of Voyager's customers, and Market Rebellion intends to introduce its large and active trading
community to the capabilities of this new platform.

Coinify acquisition

On August 2, 2021, the Company completed the acquisition of Coinify, a leading cryptocurrency payment platform
existing under the laws of Denmark. The consideration to Coinify sellers consisted of 5,100,000 of newly issued shares of

5
Voyager’s shares3 and $16.3 million in cash. Under the Share Purchase Agreement, Voyager retained substantially all
current Coinify employees, entering into employment agreements with key members of the management team.

LGO SAS acquisition

On December 10, 2020, the Company acquired LGO SAS, an Autorité des marchés financiers (“AMF”) regulated entity
based in France, and Voyager Europe SAS (formerly LGO Europe SAS), in exchange for 200,000 shares of the Company’s
shares to be issued upon demand in accordance with the terms of the escrow agreement. In addition, the sellers are entitled
to 1,000,000 shares of the Company’s shares after one-year, contingent upon AMF’s approval of extension of the
registration of Voyager Europe SAS as a digital asset service provider, and declaration of Voyager’s leadership as "Fit and
Proper" to operate under the LGO registration, which were received on September 28, 2021.

Token swap

In August 2021, the Company completed a token swap as part of the LGO SAS merger with the Company4. The token
swap and merger combined the original Voyager token, VGX, with the LGO token. To complete the token swap, the VGX
and LGO tokens were converted to a single new token under the ticker VGX.

Loyalty program

On September 1, 2021, the Company launched the Voyager Loyalty Program (the “VLP”). The VLP gives Voyager token
holders a full suite of incentives and rewards. To participate in the VLP, customers must hold a certain number of VGX
tokens to unlock various tiers which offer token utility rewards including VGX staking rewards, earnings reward boost,
crypto back rewards as well as refer-a friend cash back rewards.

Sponsorship and marketing agreements

In September 2021, the Company announced a market-leading partnership with four-time Super Bowl champion, Rob
Gronkowski as a brand ambassador. Voyager and Rob Gronkowski will launch a series of campaigns designed to bring
cryptocurrency investment more accessible, useful, and engaging.

In October 2021, the Company entered into a five-year exclusive, integrated partnership with the Dallas Mavericks,
becoming the team's first cryptocurrency brokerage and international partner. Voyager and the Dallas Mavericks will work
to make cryptocurrency more accessible through educational and community programs, and fan engagement promotions.

In December 2021, the Company extended its partnership with Landon Cassill for two years. Landon Cassill will be fully
paid with a portfolio of cryptocurrencies that includes Bitcoin (BTC), Voyager Token (VGX), USD Coin (USDC), StormX
(STMX) and Avalanche (AVAX).

In December 2021, the Company announced a multi-year agreement with The National Women's Soccer League
(“NWSL”), making Voyager the NWSL’s first-ever cryptocurrency brokerage partner, further extending the league’s
global marketing reach, and providing players with direct financial support, crypto education, and rewards.

Hiring

On December 1, 2021, the Company appointed Marshall Jensen as the Company's Head of Corporate Development.
Marshall has held senior roles in technology investment banking, principal investment, and in the crypto industry. He has
substantive knowledge of the digital asset and crypto ecosystem, notably having served as Executive Vice President,
Finance, of Digital Asset Custody Company, a crypto custodian which was acquired by BAKKT in 2019.

On December 20, 2021, the Company appointed Brian Brooks to its Board of Directors effective immediately. Brian is
currently CEO of Bitfury Group Ltd. and was formerly the Acting Comptroller of the U.S. Currency at the Office of the
Comptroller of the Currency and, before that, the Chief Legal Officer of Coinbase.

We have rapidly grown our employee base from 79 employees at March 31, 2021 to 318 at March 31, 2022.

3
A portion of newly issued shares for the Coinify acquisition consideration are subject to issuance/ redemption restrictions.
4
International token holders were able to swap tokens through September 20, 2021.

6
Overall Performance

With respect to the three months ended March 31, 2022, as compared to the three months ended March 31, 2021:

● we generated total revenues of $102.7 million compared to $60.4 million

● we reported a net loss of $61.4 million compared to $68.6 million
● our Adjusted EBITDA5 was negative $53.5 million compared to positive $48.2 million
● our Funded Accounts6 were 1,190 thousand compared to 274 thousand
● we had Assets on Platform7 of $5,795.3 million compared to $2,556.6 million
● our Adjusted Working Capital8 was $185.4 million compared to $197.1 million
● our equity was $257.8 million compared to $98.3 million
● we reported basic and diluted EPS of $(0.36) compared to $(0.49)

This quarter Voyager continued customer engagement with our product innovation and diversification resulting in
customer funded account growth by 115 thousand. This quarter was challenging for Voyager due to global market
conditions, driven by low industry volumes, which negatively impacted trading activity by our customers resulting in
decrease in transaction revenue. Despite suppressed industry volumes, we continued to deliver on our revenue
diversification strategy coupled with deployment of the launch of debit cards to pre-registered customers and additional
products including by adding more coins to staking platforms. We remain focused on positioning our platform as one of
the leading players in digital assets for consumers and expect continued customer growth in the future.

We have scaled our technology to accommodate rapid growth as mainstream crypto assets adoption has accelerated. With
our platform and technological capabilities enhanced, we look forward to the next phase of our growth through enhanced
products and services, geographic expansion, and marketing efforts to reach new customers.

Further, we will continue to build out our payment processing capabilities to our merchant payment systems capabilities
(acquired through the Coinify acquisition). As we look ahead, we remain committed to driving sustainable long-term
customer growth and executing on our strategic priorities and will accelerate our growth through M&A when appropriate.

Customer acquisition

Our business model encompasses efficient new customer growth and strong retention as well as expansion within existing
customer base. Our new customers join our platform organically, through several referral programs and paid marketing
efforts which range from market-leading partnerships with professional athletes or clicking through an online
advertisement.

Additionally, we extended our marketing efforts with the launch of our “Crypto for All” campaign. Our new campaign
focuses on bringing more humanity and accessibility to the world of crypto. The new campaign features Voyager customers
from a variety of backgrounds sharing their thoughts and experiences with crypto and Voyager highlighting transparency,
inclusivity, freedom, and opportunity. The campaign is currently running across a wide range of digital channels in the
U.S.

5
Adjusted EBITDA is defined as net income (loss), excluding (i) change in fair value of warrant liability, (ii) share-based payments, (iii) provision
(benefit) for income tax, (iv) amortization of intangible assets, (v) change in fair value of investments loss, (vi) change in fair value of crypto assets
borrowed, (vii) fees on crypto assets borrowed, (viii) loss on issuance of warrants and (ix) gains on acquisitions, net.
6
A “Funded Account” is a Voyager’s account into which the account user makes an initial deposit or money transfer, of any amount, during the relevant
period.
7
Assets on Platform are defined as cash held for customers, crypto assets held, crypto assets loaned, and crypto assets collateral received.
8
Adjusted Working Capital is defined as the difference between current assets and current liabilities excluding warrant liability.

7
Non-IFRS financial measures

We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess
our performance. In addition to total net revenue, net loss and other results under IFRS, we utilize non-IFRS calculations
of Assets on Platform, Adjusted EBITDA, and Adjusted Working Capital. We believe these non-IFRS financial measures
provide useful information to investors and others in understanding and evaluating our financial condition, as well as
providing a useful measure for period-to-period comparisons of our business performance. Moreover, non-IFRS financial
measurements are key measurements used by our management internally to make operating decisions, including those
related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. However, the
non-IFRS measures are presented for supplemental informational purposes only, should not be considered a substitute for
or superior to financial information presented in accordance with IFRS and may be different from similarly titled non-
IFRS measures used by other companies.

Assets on Platform

The following presents a reconciliation of cash held for customers, crypto assets held, crypto assets loaned, and crypto
assets collateral received, the most directly comparable IFRS measure, to Assets on Platform:

(in thousands) March 31, 2022 June 30, 2021 March 31, 2021
Cash held for customers $ 112,413 $ 162,852 $ 77,747
Crypto assets held 3,433,142 2,286,399 2,099,204
Crypto assets loaned 2,022,444 393,561 379,643
Crypto assets collateral received 227,339 - -
Assets on Platform $ 5,795,338 $ 2,842,812 $ 2,556,594

Adjusted EBITDA

The following presents a reconciliation of net loss, the most directly comparable IFRS measure, to Adjusted EBITDA:

Three Months Ended March 31 Nine Months Ended March 31

(in thousands) 2022 2021 2022 2021
Net loss $ (61,440) $ (68,563) $ (87,769) $ (81,535)
Change in fair value of warrant liability (9,981) 98,990 (16,825) 116,092
Share-based payments 5,386 5,271 14,506 6,650
Provision for income tax 10,945 - 1,962 -
Amortization of intangible assets 1,624 89 4,380 236
Change in fair value of investments - (18,977) (6,114) (29,570)
Change in fair value of crypto assets borrowed - 30,030 13,584 36,282
Fees on crypto assets borrowed - 1,319 2,532 1,428
Adjusted EBITDA $ (53,466) $ 48,159 $ (73,744) $ 49,583

Adjusted Working Capital

The following presents a reconciliation of total current assets and total current liabilities, the most directly comparable
IFRS measure, to Adjusted Working Capital:

(in thousands) March 31, 2022 June 30, 2021 March 31, 2021
Total current assets $ 5,910,855 $ 3,073,943 $ 2,684,093
Total current liabilities 5,731,605 2,890,301 2,585,269
Working capital 179,250 183,642 98,824
Add: Warrant liability 6,102 23,810 98,236
Adjusted Working Capital $ 185,352 $ 207,452 $ 197,060

8
Financial Overview

Revenues

Transaction revenue

Our transaction revenue is derived from providing execution for customer-initiated crypto asset orders to buy, sell, or
transfer crypto assets on the platform. Transaction revenue is based on the price and quantity of the crypto assets bought,
sold, or withdrawn. Transaction revenue is recognized at the time the transaction is processed on our platform.

Fees from crypto assets loaned

We earn fees from crypto assets lending activities with institutional borrowers. We independently negotiate with each
institutional borrower the terms of an agreement. These lending agreements generally are on an unsecured and secured
basis, either for a fixed term of less than one year or can be repaid on a demand basis, and provide a crypto fee based on
the percentage of crypto assets lent and denominated in the related crypto asset. We elect which and how much of our
crypto assets are available for such lending activity.

Merchant services

Merchant services revenue consists of fees a merchant’s customer pays us to process their cryptocurrency payment
transactions and is recognized upon completion of a crypto payment transaction. Revenue is recognized net of refunds,
which are reversals of transactions initiated by the merchant’s customer. The gross merchant services revenues collected
from all merchant customers are recognized as revenue on a gross basis as we are the primary obligor to each merchant’s
customer and are responsible for processing the crypto currency payment, have latitude in establishing pricing with respect
to the merchant’s customer and other terms of service, and assume the crypto currency conversion risk for the transaction
processed.

Staking revenue

We also generate revenue from crypto assets through various blockchain protocols by either participating in the staking
programs offered by the financial institutions, delegating crypto assets to staking platform providers or staking crypto
assets directly with protocols/ smart contracts. These blockchain protocols, or the participants that form the protocol
networks, reward users for performing various activities on the blockchain, such as participating in proof-of-stake networks
and other consensus algorithms. In exchange for participating in proof-of-stake networks and other consensus algorithms,
the Company earns rewards in the form of the native token of the network. The satisfaction of the performance obligation
for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the
network indicating that the validation is complete, and the rewards are transferred into a digital wallet that the Company
controls. At that point, revenue is recognized and is measured based on the number of tokens received and the fair value
of the token at the date of recognition.

Other revenue

As part of the VGX token swap, the Company received 40 million in VGX tokens to power the Voyager Loyalty Program
rewards and fund promotional campaigns for new and existing customers (the “Growth Pool”) 9. The acquisition of tokens
in the Growth Pool does not qualify as an exchange that would be recognized as a transaction in the Company’s financial
statements (“exchange transaction”). Income from the Growth Pool is recognized when an exchange transaction occurs
and is measured based on the fair value of tokens exchanged. The fair value is determined using the spot price of the token
on the date of exchange.

9
Post token swap, Voyager will mint a growth pool of tokens on an annual basis as described in the VGX white paper.

9
Expenses

Operating expenses consist of rewards paid to customers, marketing and sales, cost of merchant services, compensation
and employee benefits, trade expenses, customer onboarding and service, professional, consulting, and general and
administrative expenses. Operating expenses are expensed as incurred.

Rewards paid to customers

Rewards paid to customers include rewards paid to customers under the Rewards Program, which is a pay-in-kind program
whereby customers earn crypto assets (“rewards”) for maintaining a monthly minimum of certain crypto assets of the same
type in their account. The number of different crypto assets eligible for the Rewards Program may vary over time, and
rewards are determined monthly by the Company and paid to customers as permitted by applicable law.

Marketing and sales

Marketing and sales expenses primarily include costs related to customer advertising and marketing programs as well as
commissions for referral programs.

Cost of merchant services

Cost of merchant services consist of payments made to the sellers or other financial institutions related to merchant
services.

Compensation and employee benefits

Compensation and employee benefits include salaries, bonuses, benefits, taxes, and share-based payments. Our employees
include customer support, technology, marketing, executives, and other administrative support personnel.

Trade expenses

Trade expenses mainly include gas, exchange, and custody fees.

Customer onboarding and service

Customer onboarding and service includes fees paid to third-party customer support vendors for customer verification,
KYC and AML costs as well as payment processing charges.

Professional and consulting

Professional and consulting expenses include fees for legal, audit, tax, and other special projects.

General and administrative

General and administrative expenses mainly include technology, product development, recruitment, investor relationships,
insurance, amortization of intangible assets, regulatory, compliance, and other business expenses.

Other income (loss)

Change in fair value of warrant liability

Change in fair value of warrant liability represents mark-to-market adjustments in warrant liability due to revaluation of
warrant liability at the end of each reporting period.

Change in fair value of investments

Change in fair value of investments includes net unrealized gain (loss) as well as net realized gain (loss) on investments
which are carried at fair value.

10
Change in fair value of crypto assets borrowed

Change in fair value of crypto assets borrowed includes net unrealized gain (loss) as well as net realized gain (loss) on
crypto assets borrowed which are carried at fair value.

Change in fair value of crypto assets held

Change in fair value of crypto assets held represents mark-to-market adjustments on crypto assets held which are carried
at fair value.

Fees on crypto assets borrowed

Fees on crypto assets borrowed represent crypto fees calculated as a percentage of the crypto asset borrowed and is
denominated in the related crypto asset.

Loss on issuance of warrants

Loss on issuance of warrants represents the difference between the fair value of the warrant at initial recognition and
transaction price.

Gain on acquisitions, net

Gain on acquisitions, net represents gains or losses we recognized on the asset or business acquisitions.

Provision (benefit) for income tax

We are subject to the income tax laws of Canada and those of the non-Canada jurisdictions in which the Company has
business operations, which includes operating losses or profits in certain foreign jurisdictions for certain years depending
on tax elections made, and foreign taxes on earnings of our wholly owned foreign subsidiaries. Our consolidated provision
for income tax is affected by the mix of our taxable income in Canada, the U.S., and foreign subsidiaries, permanent items
and unrecognized tax benefits.

11
Results of Operations

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Transaction revenue $ 33,386 $ 53,736 $ (20,350) $ 163,402 $ 57,418 $ 105,984
Other revenue 5,626 - 5,626 13,868 - 13,868
39,012 53,736 (14,724) 177,270 57,418 119,852
Less: Trade expenses (2,984) (726) (2,258) (14,145) (1,069) (13,076)
Less: Customer onboarding and service (3,525) (2,677) (848) (9,179) (2,677) (6,502)
$ 32,503 $ 50,333 $ (17,830) $ 153,946 $ 53,672 $ 100,274
(in millions)
Trading volume10 $ 4,783 $ 4,942 $ (159) $ 18,434 $ 5,546 $ 12,888
Trading volume, excluding stablecoins 3,165 4,481 (1,316) 13,944 4,936 9,008

Average transaction spread11, excluding

stablecoins 92.1 116.0 (23.9) 105.6 111.7 (6.1)

(in thousands) March 31, 2022 March 31, 2021 Change

Funded Accounts 1,190 274 916

Transaction revenue decreased by $20.4 million for the three months ended March 31, 2022, as compared to the same
period in the prior year. Transaction revenue is largely driven by trading volume and transaction spreads. During the quarter
ended March 31, 2022, trading volume, excluding stablecoins, decreased from $4.5 billion to $3.2 billion, a decrease of
29.4%, and average transaction spread, excluding stablecoins, decreased from 116.0 basis points to 92.1 basis points as
compared to the same period in the prior year. For the nine months ended March 31, 2022, transaction revenue increased
by $106 million, as compared to the same period in the prior year. During the nine months ended March 31, 2022, trading
volume, excluding stablecoins, increased from $4.9 billion to $13.9 billion, an increase of 182.5%, and average transaction
spread, excluding stablecoins, decreased from 111.7 basis points to 105.6 basis points as compared to the same period in
the prior year.

During the three and nine months ended March 31, 2022, the Company paid 2,997,889 and 5,828,757, respectively, in
VGX tokens from the Growth Pool to settle Voyager Loyalty Program rewards as well as fund promotional campaigns for
new and existing customers which resulted in recognition of other revenue of $5.6 million and $13.8 million, respectively.

Trade expenses increased by $2.3 million and $13.1 million for the three and nine months ended March 31, 2022, as
compared to the same periods in the prior year, mainly due to gas fees related to increase in ETH transfers.

Customer onboarding and service expenses increased by $0.8 million and $6.5 million for the three and nine months ended
March 31, 2022, as compared to the same periods in the prior year, due to growth in a customer base. Customer Funded
Accounts grew by 916 thousand from March 31, 2021 to March 31, 2022.

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Fees from crypto assets loaned $ 31,025 $ 6,702 $ 24,323 $ 80,892 $ 8,590 $ 72,302
Staking revenue 14,359 - 14,359 42,788 - 42,788
Less: Rewards paid to customers (59,321) (7,409) (51,912) (182,014) (8,949) (173,065)
$ (13,937) $ (707) $ (13,230) $ (58,334) $ (359) $ (57,975)

(in thousands) March 31, 2022 March 31, 2021 Change

Crypto assets loaned $ 2,022,444 $ 379,643 $ 1,642,801
Crypto assets staked $ 895,698 $ - $ 895,698

10
“Trading volume” is the total U.S. dollar equivalent value of customer orders executed through the Platform during the period of measurement. Trading
volume represents the sum of the product of the quantity of crypto asset bought or sold by customers and the customer’s fill price for the related orders.
The Platform (1) quotes an estimated price (which is the average price for a crypto asset as delivered by a proprietary quoting service that aggregates
Voyager’s available liquidity and computes a price), and (2) uses the smart order routing to search all open liquidity providers used by Voyager to find
a better rate than the quoted estimated price. Where the router is able to achieve a better rate, Voyager shares a percentage of the price improvement with
the customer and retains the remainder, comprising Voyager’s transaction spread.
11
“Average transaction spread” is calculated as net transaction spread divided by trading volume; only spread-generating coins are included in the
calculation.

12
Fees from crypto assets loaned increased by $24.3 million and $72.3 million for the three and nine months ended March
31, 2022, as compared to the same periods in the prior year, as we grew our crypto assets lending program and increased
a number of crypto assets generating yield. Crypto assets loaned increased by $1,642.8 million to $2,022.4 million as of
March 31, 2022, as compared to March 31, 2021.

During the nine months ended March 31, 2022, the Company started participating in various staking protocols. For the
three and nine months ended March 31, 2022, we recorded $14.4 million and $42.8 million in staking revenue. As of
March 31, 2022, $895.7 million of crypto assets held were delegated to participation in proof-of-stake networks and other
consensus algorithms.

Rewards paid to customers increased by $51.9 million and $173.1 million for the three and nine months ended March 31,
2022, as compared to the same periods in the prior year. The increase was primarily due to significant growth in the number
of customers who participate in the Rewards Program and expansion of reward-bearing crypto assets within the Reward
Program. On May 1, 2022, we announced a tiered rewards structure for BTC, ETH and USDC to limit the amount of
rewards paid to customers in the higher tiers. Pursuant to this tiered rewards structure, a customer is rewarded the tiered
percentage that corresponds to the applicable amount of BTC, ETH and USDC held by such customer in his or her account.
The customer earns rewards equivalent to the relevant tier percentage for the full amount of eligible crypto assets. 12

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Merchant services revenue $ 18,347 $ - $ 18,347 $ 48,148 $ - $ 48,148
Less: Cost of merchant services (17,979) - (17,979) (47,184) - (47,184)
$ 368 $ - $ 368 $ 964 $ - $ 964

Merchant services revenue and cost of merchant services was driven by the Coinify acquisition on August 1, 2021.

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Share-based payments $ 5,386 $ 5,271 $ 115 $ 14,506 $ 6,650 $ 7,856
Compensation and employee benefits 12,365 2,476 9,889 26,984 4,558 22,426
Total compensation and employee
benefits 17,751 7,747 10,004 41,490 11,208 30,282
Professional and consulting 6,033 1,141 4,892 20,371 2,233 18,138
General and administrative 7,743 1,957 5,786 20,703 5,327 15,376
$ 31,527 $ 10,845 $ 20,682 $ 82,564 $ 18,768 $ 63,796

March 31, 2022 March 31, 2021 Change

Headcount 318 79 239

Total compensation and employee benefits increased by $10.0 million and $30.3 million for the three and nine months
ended March 31, 2022, as compared to the same periods in the prior year. The increase was driven by a headcount increase
of 239 employees to 318 employees as of March 31, 2022, compared to the same period in the prior year. The Coinify
acquisition resulted in headcount growth of 54 employees.

Professional and consulting expense increased by $4.9 million and $18.1 million for the three and nine months ended
March 31, 2022, as compared to the same periods in the prior year, which was primarily driven by increase in advisory
and technology consulting expenses related to the growth of the business, the Coinify acquisition and general legal
expenses related to regulatory matters.

General and administrative expenses increased by $5.8 million and $15.4 million for the three and nine months ended
March 31, 2022, as compared to the same periods in the prior year, which was primarily driven by the growth of the
business which led to increased expenditure in technology, recruitment, investor relations, insurance costs and other
corporate expenses.

12
For example, currently, if a customer holds $40,000 USDC on the Platform he or she will earn 9% on the first $25,000 USDC and 7.25% on USDC
amounts between $25,001 and $40,000 USDC.

13
 Three Months Ended Nine Months Ended
March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Total revenues $ 102,743 $ 60,438 $ 42,305 $ 349,098 $ 66,008 $ 283,090
Total operating expenses, excluding
marketing and sales 115,336 21,657 93,679 335,086 31,463 303,623
Income (loss) before other loss, excluding
marketing and sales (12,593) 38,781 (51,374) 14,012 34,545 (20,533)
Marketing and sales 30,367 8,935 21,432 82,082 10,288 71,794
Income (loss) before other loss $ (42,960) $ 29,846 $ (72,806) $ (68,070) $ 24,257 $ (92,327)

Marketing and sales expenses increased by $21.4 million and $71.8 million for the three and nine months ended March
31, 2022, as compared to the same periods in the prior year. The increase was primarily due to increase in various sales
and marketing campaigns including market-leading partnerships with professional athletes, online advertisement, and
referral programs.

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Change in fair value of crypto assets held $ (17,516) $ 12,953 $ (30,469) $ (24,560) $ 18,440 $ (43,000)
Change in fair value of investments - 18,977 (18,977) 6,114 29,570 (23,456)
Change in fair value of crypto assets
borrowed - (30,030) 30,030 (13,584) (36,282) 22,698
Change in fair value of warrant liability 9,981 (98,990) 108,971 16,825 (116,092) 132,917
Fees on crypto assets borrowed - (1,319) 1,319 (2,532) (1,428) (1,104)
Total other loss $ (7,535) $ (98,409) $ 90,874 $ (17,737) $ (105,792) $ 88,055

Other loss decreased by $90.9 million for the three months ended March 31, 2022, as compared to the same period in the
prior year, primarily due to the decrease in change in fair value of warrant liability. Other loss decreased by $88.1 million
for the nine months ended March 31, 2022, as compared to the same period in the prior year, due to the decrease in change
in fair value of warrant liability, partially offset by the increase in change in fair value of crypto assets held.

Included in change in fair value of investments and change in fair value of crypto assets borrowed are realized gain (loss)
for the sale of the investment as well as paydown of the crypto assets borrowed, respectively.

Three Months Ended Nine Months Ended

March 31 March 31
(in thousands) 2022 2021 $ Change 2022 2021 $ Change
Provision for income tax $ 10,945 $ - $ 10,945 $ 1,962 $ - $ 1,962

Provision for income tax increased by the change in valuation allowance on our deferred tax assets for the three and nine
months ended March 31, 2022, as compared to the same periods in the prior year.

14
Liquidity and Capital Resources13

Our primary sources of liquidity are cash generated from operations and net proceeds from our capital raising activities.
As of March 31, 2022, we had cash and cash equivalents of $99.4 million, exclusive of cash held for customers. As of
March 31, 2022, we had $112.4 million cash held for customers at the Bank (under a “for the benefit of” omnibus account).

Cash flows

Nine Months Ended March 31

(in thousands) 2022 2021
Net cash (used in) provided by operating activities $ (194,431) $ 13,411
Net cash provided by investing activities 25,576 -
Net cash provided by financing activities 23,877 131,724
Net (decrease) increase in cash and cash equivalents and cash held for customers $ (144,978) $ 145,135

Operating activities

Net cash used in operating activities was $194.4 million for the nine months ended March 31, 2022. Our net cash used in
operating activities reflected a net loss of $87.8 million, non-cash adjustments of $97.2 million and changes in operating
assets and liabilities of $203.8 million. Non-cash adjustments primarily included $182.0 million in rewards paid to
customers, $24.6 million in change in fair value of crypto assets held, $14.5 million in share-based payments and $13.6
million in change in fair value of crypto assets borrowed, which were partially offset by $80.9 million in fees from crypto
assets loaned, $42.8 million in staking revenue and $16.8 million in change in fair value of warrant liability.

Net cash provided by operating activities was $13.4 million for the nine months ended March 31, 2021. Our net cash
provided by operating activities reflected net loss of $81.5 million, non-cash adjustments of $113.5 million and changes
in operating assets and liabilities of $18.6 million. Non-cash adjustments primarily included $116.1 million in change in
fair value of warrant liability, $36.3 million in change in fair value of crypto assets borrowed, $8.9 million in rewards paid
to customers and $6.7 million in share-based payments, which were partially offset by $29.6 million in change in fair value
of investments, $18.4 million in change in fair value of crypto assets held and $8.6 million in fees from crypto assets
loaned.

Investing activities

Net cash provided by investing activities of $25.6 million for the nine months ended March 31, 2022 primarily related to
proceeds received from the sale of an investment, which was partially offset by cash paid for the Coinify acquisition.

Financing activities

Net cash provided by financing activities of $23.9 million for the nine months ended March 31, 2022 primarily related to
$75.0 million of proceeds received from issuing shares in private placement and $3.4 million of proceeds received from
warrant exercises, which were partially offset by paydown of borrowings of $48.1 million and share repurchases under the
NCIB of $6.6 million.

Net cash provided by financing activities of $131.7 million for the nine months ended March 31, 2021 primarily related to
$145.5 million of proceeds received from issuing shares and warrants in private placements and $5.4 million of proceeds
received from warrant exercises, which were partially offset by paydown of borrowings of $21.0 million.

Private Placement

On May 16, 2022, the Company announced that it has obtained subscription agreements from subscribers for a private
placement of common shares of the Company (the “Shares”) for gross proceeds of approximately $60 million at a price of
$2.34 per Share (equivalent CDN$3.00 per Share) (the “Offering”). Closing of the Offering remains subject to customary
closing conditions, including approval of the TSX.

13
The Company’s liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the period. We are
continuously monitoring our liquidity and capital resources due to the current pandemic.

15
Base Shelf Prospectus

The Company has filed and obtained a receipt for its final short form Base Shelf Prospectus dated August 17, 2021 (the
“Base Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada. The
Base Shelf Prospectus will allow the Company to make offerings of common shares, warrants, units, debt securities, and
subscription receipts, or any combination thereof, for up to an aggregate total of $300.0 million during the 25-month period
that the Base Shelf Prospectus is effective. As of March 31, 2022, the Company has not made any offerings related to Base
Shelf Prospectus.

Future funding

Based on our current level of operations, we believe our available cash and cash provided by operations will be adequate
to meet our current liquidity needs for the next 12 months. Our future capital requirements will depend on many factors,
including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain
customers on our platform, the continuing market acceptance of products and services, the introduction of new products
and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We also will
continually evaluate opportunities for us to maximize our growth and further enhance our strategic position, including,
among other things, acquisitions, strategic alliances, and joint ventures. As a result, we may need to raise additional funds
to finance our future business activities.

Quarterly Highlights and Results

The following sets forth our highlights of unaudited quarterly results of operations for the indicated periods. Our historical
results are not necessarily indicative of the results that may be expected in any other period in the future, and the results of
a particular quarter or other interim period are not necessarily indicative of the results to be expected for the full year or
any other period.
(in thousands) Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020
Total revenue $ 102,743 $ 164,848 $ 81,507 $ 109,048 $ 60,438 $ 3,569 $ 2,001 $ 708
Total expenses 145,703 161,633 109,832 77,457 30,592 6,477 4,685 4,904
Total other income (loss) (7,535) 1,017 (11,219) 9,598 (98,409) (6,089) (1,291) (777)
Net income (loss) before income tax (50,495) 4,232 (39,544) 41,189 (68,563) (8,997) (3,975) (4,973)
Provision (benefit) for income tax 10,945 1,644 (10,627) 11,142 - - - -
Net income (loss) $ (61,440) $ 2,588 $ (28,917) $ 30,047 $ (68,563) $ (8,997) $ (3,975) $ (4,973)

Quarterly Reconciliation of Non-IFRS Financial Measure

In addition to our results determined in accordance with IFRS, we believe Adjusted EBITDA, a non-IFRS measure, is
useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that Adjusted EBITDA may be helpful to investors because it
provides consistency and comparability with past financial performance. However, Adjusted EBITDA is presented for
supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation
or as a substitute for financial information presented in accordance with IFRS.

The following provides a quarterly reconciliation of net income (loss) to Adjusted EBITDA:
(in thousands) Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020
Net income (loss) $ (61,440) $ 2,588 $ (28,917) $ 30,047 $ (68,563) $ (8,997) $ (3,975) $ (4,973)
Change in fair value of warrant liability (9,981) 3,627 (10,471) (26,265) 98,990 15,589 1,513 (1,204)
Share-based payments 5,386 3,962 5,158 6,214 5,271 354 1,025 283
Provision (benefit) for income tax 10,945 1,644 (10,627) 11,142 - - - -
Amortization of intangible assets 1,624 1,650 1,106 75 89 65 82 (50)
Change in fair value of investments - (1,864) (4,250) 21,281 (18,977) (10,593) - -
Change in fair value of crypto assets
borrowed - 4,426 9,158 (24,473) 30,030 6,252 - -
Fees on crypto assets borrowed - 1,390 1,142 1,101 1,319 106 - -
Loss on issuance of warrants - - - - - - - 1,157
Gains on acquisitions, net - - - - - - - 706
Adjusted EBITDA $ (53,466) $ 17,423 $ (37,701) $ 19,122 $ 48,159 $ 2,776 $ (1,355) $ (4,081)

16
Critical Accounting Estimates

In preparing interim condensed consolidated financial statements, management has made judgements and estimates that
affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates. The significant judgements made by management in applying the Company’s
accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual
financial statements.

Changes in Accounting Policies

There were no changes to the accounting policies for the three and nine months ended March 31, 2022, other than as
discussed below:

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, which is measured at acquisition date fair value. Acquisition-related costs are
expensed as incurred.
The Company determines that it has acquired a business when the acquired set of activities and assets include an input and
a substantive process that together significantly contribute to the ability to create outputs. The acquired process is
considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an
organized workforce with the necessary skills, knowledge, or experience to perform that process or it significantly
contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without
significant cost, effort, or delay in the ability to continue producing outputs.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances, and pertinent conditions as at the
acquisition date.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred over the net
identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of
the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If
the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration
transferred, then the gain is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units.

Merchant services/ Cost of merchant services

Merchant services revenue consists of fees a merchant’s customer pays the Company to process their crypto currency
payment transactions and is recognized upon completion of a crypto payment transaction. Revenue is recognized net of
refunds, which are reversals of transactions initiated by the merchant’s customer. The gross merchant services revenues
collected from all merchant customers are recognized as revenue on a gross basis as the Company is the primary obligor
to the merchant customers and is responsible for processing their crypto currency payments, has latitude in establishing
pricing with respect to the merchant customers and other terms of service, and assumes the crypto currency conversion
risk for the transactions processed.
Cost of merchant services consist of payments made to the merchants or other financial institutions.

17
Staking revenue

The Company generates revenues from crypto assets through various blockchain protocols by either participating in the
staking programs offered by the financial institutions, delegating crypto assets to staking platform providers or staking
crypto assets directly with protocols/ smart contracts. These blockchain protocols, or the participants that form the protocol
networks, reward users for performing various activities on the blockchain, such as participating in proof-of-stake networks
and other consensus algorithms. In exchange for participating in proof-of-stake networks and other consensus algorithms,
the Company earns rewards in the form of the native token of the network. The satisfaction of the performance obligation
for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the
network indicating that the validation is complete, and the rewards are transferred into a digital wallet that the Company
controls. At that point, revenue is recognized. Revenue is measured based on the number of tokens received and the fair
value of the token at the date of recognition.
Crypto assets loaned/ borrowed
The Company enters into loan/ borrow agreements for certain crypto assets with institutional borrowers on an unsecured
and secured basis. The term of these agreements can either be for a fixed term of less than one year or can be open-ended
and repayable at the option of the Company or the borrower. These agreements bear a crypto fee receivable/ payable which
is based on a percentage of the crypto asset borrowed/ lent and is denominated in the related crypto asset. Collateral
received under the loan agreements, where the Company has the ability to control the collateral received, is recognized as
part of the crypto assets collateral received in its interim condensed consolidated statements of financial position. The
Company also recognizes a corresponding obligation to return the collateral received as part of crypto assets collateral
payable in its interim condensed consolidated statements of financial position.

Financial Instruments and Crypto Assets

All financial and non-financial assets and liabilities measured or disclosed at fair value are categorized into one of three
fair value hierarchy levels in accordance with IFRS. The fair value hierarchy is based on the transparency of inputs to the
valuation of an asset or liability as of the measurement date. In certain cases, the inputs used to measure fair value may
fall within different levels of the fair value hierarchy. For disclosure purposes, the level in the hierarchy within which an
instrument is classified in its entirety is based on the lowest level input that is significant to the position’s fair value
measurement:

Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities;

Level 2 – valuation techniques for which all significant inputs are, or are based on, observable market data; or

Level 3 – valuation techniques for which significant inputs are not based on observable market data.

The following presents the fair value hierarchy for the Company's assets and liabilities measured at fair value by level as
of March 31, 2022 and June 30, 2021 (in thousands):

March 31, 2022 Level 1 Level 2 Level 3 Total

Assets:
Crypto assets held $ - $ 3,433,142 $ - $ 3,433,142
Crypto assets loaned - 2,022,444 - 2,022,444
Crypto assets collateral received - 227,339 - 227,339
Investments - 512 8,052 8,564
Total $ - $ 5,683,437 $ 8,052 $ 5,691,489
Liabilities:
Crypto assets and fiat payable to customers $ - $ 5,482,009 $ - $ 5,482,009
Crypto assets collateral payable - 227,339 - 227,339
Warrant liability - - 6,102 6,102
Total $ - $ 5,709,348 $ 6,102 $ 5,715,450

18
 June 30, 2021 Level 1 Level 2 Level 3 Total
Assets:
Crypto assets held $ - $ 2,286,399 $ - $ 2,286,399
Crypto assets loaned - 393,561 - 393,561
Investments 31,359 - 850 32,209
Total $ 31,359 $ 2,679,960 $ 850 $ 2,712,169
Liabilities:
Crypto assets and fiat payable to customers $ - $ 2,807,015 $ - $ 2,807,015
Crypto assets borrowed - 36,832 - 36,832
Warrant liability - - 23,810 23,810
Total $ - $ 2,843,847 $ 23,810 $ 2,867,657

There have been no transfers between levels 1 and 2, or transfers in or out of level 3 for the nine months ended March 31,
2022.

Valuation of Assets/ Liabilities that use Level 1 inputs: Consists of the Company’s investments which are valued using
public closing price in active markets.

Valuation of Assets/ Liabilities that use Level 2 inputs: Consists of the Company’s crypto assets held, crypto assets loaned,
crypto assets collateral received, crypto assets and fiat payable to customers, crypto assets collateral payable, crypto assets
borrowed and investments. For the crypto assets, the fair value is determined by the Voyager’s Pricing Engine using a
market approach whereby volume-weighted average prices are derived from quoted market prices and spread data
published by the principal exchanges and liquidity providers/ market makers as of 12:00 am UTC for identical assets.

Valuation of Assets/ Liabilities that use Level 3 inputs: Consists of the Company’s warrant liability and investments.
Warrant liability is valued using Black-Scholes model. Investments are initially marked at their transaction price and are
revalued using net asset values or when the position is deemed to be impaired.

Level 3 disclosures

The following is reconciliation of warrant liability as of March 31, 2022 and 2021, respectively (in thousands):

Fair Value
Balance, June 30, 2021 $ 23,810
Change in fair value (16,825)
Exercised (883)
Balance, March 31, 2022 $ 6,102

Balance, June 30, 2020 $ 2,197

Issued 4,923
Change in fair value 116,092
Exercised (24,976)
Balance, March 31, 2021 $ 98,236

A summary of the assumptions used in the valuation model for re-measuring warrants as of March 31, 2022 and June 30,
2021, is set out below.

March 31, 2022 June 30, 2021

Common share market price CDN$ 6.71 CDN$ 21.17
Estimated weighted average life in years 1.3 1.8
Weighted average risk-free interest rate 2.25% 0.65%
Estimated common share weighted average price volatility 122.42% 144.3%
Expected dividend yield - -
Foreign exchange rate $ 0.80 $ 0.81
Estimated weighted average fair value per warrant $ 4.41 $ 16.09

19
Valuation techniques

The following summarizes the valuation techniques and significant inputs used in the fair value measurement of the
Company’s assets and liabilities:

Category Valuation Methods and Key Inputs

Techniques
Crypto assets held Volume-weighted average of trading Current trading prices of subject crypto assets
Crypto assets loaned prices
Crypto assets collateral received
Crypto assets and fiat payable to
customers
Crypto assets collateral payable
Crypto assets borrowed
Investments Public closing price in active Public closing prices of subject securities
markets Net asset values
Where market prices are not
available, initially marked at their
transaction price and are revalued
using net asset values or when the
position is deemed to be impaired
Warrant liability Black-Scholes model Public closing prices of subject securities
Expected volatility of public closing prices of subject securities
Expected term of the option
Risk-free interest rate expected dividend yield

Crypto assets

Crypto assets held

As of March 31, 2022 and June 30, 2021, crypto assets held consisted of the following (in thousands, except for number
of coins):

March 31, 2022 Number of Coins Fair Value Fair Value Share
BTC 25,171 $ 1,145,803 33%
ADA 272,537,531 311,141 9%
VGX 166,941,442 306,946 9%
SHIB 8,129,000,481,638 211,354 6%
ETH 59,579 195,561 6%
USDC 167,291,082 167,291 5%
DOT 6,340,479 135,237 4%
SOL 823,148 101,109 3%
VET 1,247,773,431 97,325 3%
AVAX 977,774 95,287 3%
DOGE 628,031,160 86,759 3%
MATIC 39,633,018 64,140 2%
BTT 30,503,515,682,093 61,007 2%
LINK 3,428,100 57,995 2%
HBAR 196,036,461 46,298 1%
Other 349,889 9%
Total $ 3,433,142 100%

20
 June 30, 2021 Number of Coins Fair Value Fair Value Share
BTC 15,396 $ 539,928 24%
ETH 168,731 383,833 17%
VGX 139,169,871 351,063 15%
ADA 218,181,643 277,152 12%
VET 1,172,941,784 106,659 5%
BTT 35,824,314,738 99,735 4%
USDC 63,125,815 63,126 3%
DOGE 221,963,050 56,377 2%
DOT 3,069,732 50,252 2%
LINK 1,820,365 35,545 2%
SHIB 3,857,895,871,062 34,721 2%
HBAR 156,280,743 30,533 1%
STMX 1,503,678,568 28,330 1%
LTC 161,556 23,299 1%
Other 205,846 9%
Total $ 2,286,399 100%

As of March 31, 2022 and June 30, 2021, $895.7 million (mainly comprised of 96% of VGX, 94% of ADA, 92% of DOT,
90% of SOL, and 89% of MATIC) and $0.0 million of crypto assets held were restricted due to participation in proof-of-
stake networks and other consensus algorithms. The lock-up period for any restricted asset is generally no longer than 28
days.

Crypto assets loaned

As of March 31, 2022 and June 30, 2021, crypto assets loaned consisted of the following (in thousands, except for number
of coins):

March 31, 2022 Number of Coins Fair Value Fair Value Share
USDC 633,149,877 $ 633,150 31%
ETH 191,660 629,100 31%
BTC 53,840 379,369 19%
LUNA 2,059,577 212,236 10%
Other 168,589 9%
Total $ 2,022,444 100%

June 30, 2021 Number of Coins Fair Value Fair Value Share
BTC 3,751 $ 131,556 33%
DOGE 462,105,000 117,371 30%
ADA 43,545,000 60,310 15%
ETH 16,251 36,968 9%
LINK 682,300 13,323 4%
Other 34,033 9%
Total $ 393,561 100%

As of March 31, 2022 and June 30, 2021, the crypto assets loaned disaggregated by significant borrowing counterparty
was as follows (in thousands):

Borrowing Rates March 31, 2022 June 30, 2021

Counterparty A 1.0% - 7.5% $ 728,160 $ -
Counterparty B 2.0% - 9.0% 326,317 -
Counterparty C 4.0% - 13.5% 295,115 -
Counterparty D 1.0% - 15.0% 252,267 -
Counterparty E 1.0% - 30.0% 141,228 164,085
Counterparty F 0.5% - 8.9% 119,488 57,975
Counterparty G 10.0% 34,908 137,056
Other 1.0% - 10.0% 124,961 34,445
Total $ 2,022,444 $ 393,561

21
As of March 31, 2022 and June 30, 2021, the Company’s crypto assets loaned balances were concentrated with
counterparties as follows:

Geography March 31, 2022 June 30, 2021

Counterparty A British Virgin Islands 36% -
Counterparty B Singapore 16% -
Counterparty C U.S. 15% -
Counterparty D United Kingdom 12% -
Counterparty E Canada 7% 42%
Counterparty F U.S. 6% 14%
Counterparty G U.S. 2% 35%
Other Various 6% 9%
Total 100% 100%

Crypto assets and fiat payable to customers

As of March 31, 2022 and June 30, 2021, crypto assets and fiat payable to customers consisted of the following (in
thousands, except for number of coins):

March 31, 2022 Number of Coins Fair Value Fair Value Share
BTC 32,875 $ 1,496,469 27%
USDC 841,567,122 841,567 15%
ETH 244,108 801,256 15%
ADA 268,674,618 306,731 6%
VGX 160,251,289 294,645 5%
SHIB 9,421,797,884,728 244,967 4%
LUNA 2,110,276 217,460 4%
DOT 6,411,514 136,753 2%
USD n/a 111,681 2%
SOL 820,859 100,828 2%
VET 1,230,926,166 96,011 2%
AVAX 979,059 95,413 2%
DOGE 613,016,276 84,685 2%
MATIC 39,159,683 63,374 1%
LINK 3,616,288 61,179 1%
HBAR 245,134,396 57,893 1%
Other 471,097 9%
Total $ 5,482,009 100%

June 30, 2021 Number of Coins Fair Value Fair Value Share
BTC 18,885 $ 662,284 24%
ETH 184,763 420,302 15%
VGX 133,922,886 337,827 12%
ADA 242,817,641 336,306 12%
USDC 212,795,099 212,795 8%
DOGE 683,333,678 173,561 6%
VET 1,167,966,843 106,207 4%
BTT 35,820,687,793 99,725 3%
DOT 3,118,349 51,048 2%
LINK 2,503,524 48,885 2%
SHIB 3,781,248,577,983 34,031 1%
HBAR 156,276,325 30,532 1%
Other 293,512 10%
Total $ 2,807,015 100%

22
Risk Management

The Company’s financial instruments as well as crypto assets are exposed to certain financial risks, which include crypto
asset risk, credit risk, currency risk and liquidity risk. The Company’s senior management oversees the management of
these risks. The Company’s senior management is supported by a Risk Management Committee that advises on financial
risks and the appropriate financial risk governance framework for the Company. The Risk Management Committee
provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured, and managed in accordance with the
Company’s policies and risk objectives. The Board of Directors has the authority to review and agree policies for managing
each of these risks, which are summarized below.
Crypto assets risks

Custody

The Company utilizes the functional authority granted by customers in the user agreement to pledge, repledge, hypothecate,
rehypothecate, sell, lend, stake, arrange for staking, or otherwise transfer or use any amount of crypto assets held in
customer accounts. The Company prioritizes the use of secure self-custody and third-party custody solutions to safeguard
crypto assets. However, the Company also seeks to maximize liquidity and efficient trading for customers by holding
certain amounts of crypto assets with trading partners, including cryptocurrency exchanges. Finally, the Company also
maintains some crypto assets in internal hot wallets to process customer requested withdrawals and transfers.

Self-custody solutions

The Company utilizes the Fireblocks platform (which operates from New York and Tel Aviv and is SOC 2 Type II
compliant), to securely store, transfer and stake a material portion of its crypto assets. The Fireblocks secure hot vault and
secure transfer environments establish connections between the Company’s wallets and its third-party trading partners.
The Fireblocks secure hot vault environment employs multi-party computation technology where private keys are
distributed across multiple locations to ensure security is not attributed to a single device at any point in time. The
Fireblocks secure transfer environment utilizes enclave technology and encryption to prevent vulnerabilities associated
with authenticating wallet addresses. All internal wallets owned by the Company and external wallets for addresses of the
Company’s third-party trading partners require multiple approvals through quorum in accordance with our whitelisting
policy. As such, the Company transfers crypto assets using the Fireblocks platform without the risk of losing funds due to
deposit address attacks or errors. The Fireblocks secure hot vault and secure transfer environments are integrated with the
Fireblocks authorization workflow where user-level permissions as well as multi-approval workflows policies are set by
the Company.

The Company employs other self-custody solutions to securely store, transfer, and stake its crypto assets. Private keys are
generated, backed-up and maintained in secured locations. Access to private keys and back-ups are segregated amongst
authorized personnel throughout the Company to ensure appropriate segregation of duties are maintained between
departments. The Company's private key management protocols are considered highly sensitive information, and access
is limited following least privilege principles to maintain their confidentiality and integrity and minimize security threats.

Third-party custodians

The Company uses institutional grade custodians to secure crypto assets. A material percentage of which are custodied
among Anchorage Digital Bank N.A. (“Anchorage") and Coinbase Custody Trust Company, LLC (“Coinbase Custody”).
The Company maintains internal controls to ensure that accounts held with each custodian are appropriately authorized
and access restricted. As a part of regular operations, designated Company employees review and monitor custodied
balances against internal records, verifying the accuracy of each crypto asset holding.

Anchorage is a federally chartered bank regulated by the Office of the Comptroller of the Currency headquartered in San
Francisco, California and is SOC 2 Type I certified and SOC 1 Type II compliant. Anchorage generates digital asset private
keys in air-gapped hardware security models and the key generation unfractured that is physically isolated from public
network connectivity. Asset transfers require a quorum-based approvals from multiple authorized users in accordance with
policies set by the Company.

23
Coinbase Custody, a New York state chartered trust that is a fiduciary regulated by New York Department of Financial
Services, operates as a standalone, independently capitalized business to Coinbase, Inc. Coinbase Custody is a fiduciary
under NY State Banking Law. Coinbase Custody provides cold storage solutions that enables transfers of supported crypto
assets. Private keys are encrypted and sharded so that the process of bringing a key online requires a consensus of
individuals and network access with encrypted shards being stored in a restricted storage cabinet in a cold storage
environment. Coinbase Custody is SOC 1 Type II compliant and SOC 2 Type II compliant.

Trading partners

The Company prioritizes using the self-custody and third-party custody solutions described above, but to maintain liquidity
for customer trade execution, the Company also maintains crypto asset balances with several crypto trading partners,
including cryptocurrency exchanges. These trading partners are domiciled across multiple geographies including the U.S.
and Cayman Islands. The Company has a due diligence program for all trading partners and conducts security reviews. As
part of its due diligence process, the Company assesses security, reputation, liquidity levels of the borrower in applicable
assets, capitalization, management, internal control practices and operational risks in its determination of utilizing any
trading partner. Once onboarded, each trading partner is monitored on an ongoing basis to ensure they maintain compliance
with internally established credit and risk exposure thresholds. Certain trading partners accounts with material balances
are integrated within the Fireblocks platform to allow authorized users to initiate transfers directly from Fireblocks to
dedicated vault accounts within the platform. Trading partners’ risk exposures are monitored across the Company’s
positions. As a part of regular operations, designated Company employees review and monitor trading partner balances
against internal records, verifying the accuracy of each crypto asset holding.

Insurance policies held by the Company’s custodians/ trading partners are between the applicable custodian/ trading partner
and the insurer, and accordingly the Company is not a named payee on such policies. The Company is not always able to
obtain and review copies of the insurance policies of its custodians/ trading partners. The Company cannot ensure that the
limits of any such insurance policies will be available to the Company or, if available, sufficient to make the Company
whole for any of its balances that are stolen or lost from such a custodian/ trading partner. The Company does not maintain
any insurance coverage over its customer crypto assets.

The Company is not aware of any security breaches or other similar incidents involving self-custodied assets or crypto
assets held with any third-party custodians, trading partners or institutional borrowers. None of the third-party custodians,
trading partners, or institutional borrowers holding the Company’s crypto assets is a “Canadian financial institution” (as
defined in NI 45-106) or, other than Anchorage, a foreign equivalent, a related party of the Company, and none provide
services to the Company other than custody, trade execution, and borrowing transactions. To the Company's knowledge,
none of self-custody or third-party custodians have appointed sub-custodians to hold the Company’s crypto assets, though
the Company understands that certain trading partners may from time to time employ sub-custodians. In the event of
bankruptcy or insolvency of trading partners, third-party custodians or institutional borrowers, the Company expects that
it would be treated as an unsecured creditor.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to fulfill an obligation and causes the other party to
incur a financial loss. The Company’s credit risk consists primarily of cash and cash equivalents, cash held for customers,
crypto assets held, crypto assets loaned, and crypto assets collateral received. The credit risk is minimized by placing these
instruments with major financial institutions and other institutional counterparties. Management believes that the credit
risk concentration with respect to its bank deposits is remote since all cash is held with financial institutions of reputable
credit.

The Company limits its credit risk of crypto assets held (including staked crypto assets) by placing these with
cryptocurrency exchanges on which the Company has performed internal due diligence. The Company deems these
procedures necessary as cryptocurrency exchanges are unregulated and therefore not subject to regulatory oversight.
Furthermore, cryptocurrency exchanges engage in the practice of commingling their customers’ assets in exchange wallets.
When crypto assets are commingled, transactions are not recorded on the applicable blockchain ledger, but are only
recorded by the exchange. Therefore, there is risk around the occurrence of transactions, or the existence of period end
balances represented by exchanges. The Company’s due diligence of exchanges include, but is not limited to, internal
control procedures around on-boarding new exchanges, which includes review of the exchanges’ AML and KYC policies,
monitoring of market information about the exchanges security and solvency risk, setting balance limits for each exchange

24
account based on risk exposure thresholds and having a fail-over plan to move cash and crypto currencies held with an
exchange in instances where risk exposure significantly changes. The Company has no reason to believe it will incur
material liability associated with such exposure because (i) it has no known or historical experience of claims to use as a
basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within crypto asset exchanges
control, and (iii) it has established security around custodial private keys to minimize the risk of theft or loss.

The crypto assets lent by the Company are exposed to the credit risk of the institutional borrowers. The Company limits
such credit risk by lending to borrowers that the Company believes, based on its due diligence, to be high quality financial
institutions with sufficient capital to meet their obligations as they come due. The Company’s due diligence procedures
for its lending activities may include review of the financial position of the borrower, liquidity levels of the borrower in
applicable assets, review of the borrower’s management, review of certain internal control procedures of the borrower,
review of market information, and monitoring the Company’s risk exposure thresholds. The Company’s Risk Management
Committee meets regularly to assess and monitor the credit risk for each counterparty. As of March 31, 2022, the Company
has not experienced a material loss on any of its crypto assets loaned.

Market risk
The Company has investments in crypto assets which may be subject to significant changes in value and therefore exposed
to market risk with the fluctuation in market prices. The Company monitors this risk on a daily, weekly and monthly basis.
While the Company intends to have limited direct investment in crypto assets, the business model is such that the Company
earns fees in crypto assets and at times may accumulate positions that are subject to market risk.
Valuation
The Company is exposed to risk with respect to crypto asset prices and valuations which are largely based on the supply
and demand of these crypto assets in the financial markets. The Company’s valuation governance framework includes
numerous controls and other procedural safeguards that are intended to maximize the quality of fair value measurements.
New products and valuation techniques must be reviewed and approved by senior management. As the Company’s
valuation process for crypto assets is automated through Voyager’s proprietary pricing engine (the “Voyager Pricing
Engine”), fair value estimates are also validated by the finance control function independently. Independent price
verification is performed by finance control through benchmarking the Voyager Pricing Engine fair value estimates with
observable market prices or other independent sources. Controls and a governance framework are in place and are intended
to ensure the quality of third-party pricing sources were used.
Currency risk

Foreign currency risk is the risk that a variation in exchange rates between the U.S. dollar and other foreign currencies will
affect the Company’s operations and financial results. The Company does not currently hedge its exposure to foreign
currency cash flows as management has determined that currency risk is not significant.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when due. The Company
manages liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities,
as applicable. Management and the Board are actively involved in the review, planning and approval of significant
expenditures and commitments.

The Company intends to continue to manage its short-term liquidity needs through its available cash balance and cash
inflows from its operating activities. However, as described in Future funding note within Liquidity and Capital Resources
section, we continually evaluate opportunities for us to maximize our growth and further enhance our strategic position,
including, among other things, acquisitions, strategic alliances, and joint ventures potentially involving all types and
combinations of equity, and acquisition alternatives which may require additional funding.

25
Related Party Transactions

Remuneration of directors and key management personnel of the Company was as follows (in thousands):

Three Months Ended March 31 Nine Months Ended March 31

2022 2021 2022 2021
Share-based payments* $ 33 $ 155 $ 146 $ 443
Compensation and employee benefits 2,148 1,442 2,449 2,399
Total $ 2,181 $ 1,597 $ 2,595 $ 2,842

* During the first quarter, the Company issued 5,952 shares valued at $0.1 million to directors as compensation for their
service.

Three Months Ended March 31 Nine Months Ended March 31

2022 2021 2022 2021
Legal Fasken Martineau DuMoulin, LLP
(“Fasken”) * $ 88 $ 107 $ 539 $ 410

* Beginning in February 2021, a partner at Fasken began serving as a director of the Company. The Company charged
legal fees shown above for the services provided by Fasken.

Commitments

In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships as part of its
marketing efforts.

Contingencies

The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the
ordinary course of its business. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings
on an ongoing basis and provides disclosure and records provisions in accordance with IAS 37, Provisions, Contingent
Liabilities and Contingent Assets. In accordance with such guidance, provisions are recorded when it is more likely than
not that the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow
of resources will be required, and the amount can be reliably estimated. If any of those conditions are not met, such matters
result in contingent liabilities. With respect to matters discussed below, the Company believes the ultimate resolution of
existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results
of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these types of matters, it is
possible that the ultimate resolution may have a material adverse effect on the Company’s results of operations.

The Company, along with other participants in the crypto-financial services industry, has been subject to non-public, fact-
finding inquiries and investigations by both the U.S. Securities and Exchange Commission and certain state regulators in
connection with certain offerings of the Company. Between March 29, 2022 and April 13, 2022, the Company received
cease and desist orders from the state securities divisions of Indiana, Kentucky, New Jersey, Oklahoma and South Carolina,
and orders to show cause or similar orders or notices from the state securities divisions of Alabama, Texas, Vermont and
Washington. These state orders generally assert that through the Rewards Program, the Company was engaged in the
unregistered offering and selling of securities or investment contracts in the form of the Company’s customer accounts
that permit customers to earn rewards on their eligible crypto asset balances. These state orders only apply to the Rewards
Program and the remainder of the Company business is not affected by the state orders. The Company is in ongoing
communications to better understand the terms of the respective regulatory orders, including any civil penalties, their
applicable effective dates. Given the preliminary and/or ongoing nature of communications with the SEC and state
regulators, an estimate of the required cash amount (or outflow of resources), if any, cannot be determined with certainty
or reliably estimated as of the date hereof.

In December 2021, a purported class action captioned Cassidy v. Voyager Digital Ltd. and Voyager Digital LLC, et al.,
Case No. 1:21-cv-24441, was filed in the U.S. District Court for the Southern District of Florida. The complaint asserted
claims for alleged violations of the New Jersey Consumer Fraud Act and the Florida Deceptive and Unfair Trade Practices
Act as well as unjust enrichment in connection with the plaintiff's use of the Company’s platform and marketing related
thereto. In April 2022, the Cassidy plaintiff filed an amended complaint removing the unjust enrichment claim but also
alleging additional violations of the federal and Florida securities laws with respect to the Rewards Program. The Company

26
disputes the claims in this case and intends to vigorously defend the case. Based on the preliminary nature of the proceeding
in this case, the outcome of this matter remains uncertain.

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and that
is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an
individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The
CODM reviews financial information presented on a global consolidated basis for purposes of making operating decisions,
allocating resources, and evaluating financial performance. While the Company does have revenue from multiple products
and geographies, no measures of profitability by product or geography are available, so discrete financial information is
not available for each such component. As such, the Company has determined that it operates as one operating segment
and one reportable segment.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining
disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”) as those terms are
defined in National Instrument 52‐109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52‐109”).

Disclosure controls and procedures

The Company maintains DC&P, under the supervision of the Company’s Chief Executive Officer and Chief Financial
Officer, that are designed to provide reasonable assurance that material information is made known to the Company’s
Chief Executive Officer and Chief Financial Officer by others for the period in which the interim filings are being prepared
and information required to be disclosed in the annual filings, interim filings or other reports filed or submitted under
securities legislation is recorded, processed, summarized and reported within the time periods specified in securities
legislation.

The Company’s Chief Executive Officer and Chief Financial Officer have performed an evaluation of the effectiveness of
the design of the Company’s disclosure controls and procedures as of March 31, 2022.

Based upon the results that assessment as at March 31, 2022, management has concluded that the DC&P were effective to
provide reasonable assurance that material information relating to the Company is accumulated and communicated to
management to allow timely decisions regarding required disclosure, and that the information disclosed by the Company
in the reports that it files is appropriately recorded, processed, summarized and reported within the time period specified
in applicable securities legislation.

Any control system, no matter how well designed, has inherent limitations. Therefore, disclosure controls and procedures
can only provide reasonable assurance with respect to timely disclosure of material information. See “Limitations of
controls and procedures”

Internal controls over financial reporting

Our management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, are
responsible for designing internal controls over financial reporting to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Under the supervision and with the participation of our management, including the Company’s Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design of our internal controls over
financial reporting as of March 31, 2022.

Based upon the results of that assessment as at March 31, 2022, management has concluded that the Company’s ICFR
were effective.

27
Any control system, no matter how well designed, has inherent limitations. Therefore, internal controls over financial
reporting can only provide reasonable assurance with respect to the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with IFRS. See “Limitations of controls and procedures”

Limitation on Scope of Design

Section 3.3(1)(b) of NI 52‐109 allows an issuer to limit its design of DC&P and ICFR to exclude controls, policies, and
procedures of a business that the issuer acquired not exceeding 365 days from the date of acquisition. The scope of design
of internal controls over financial reporting and disclosure controls and procedures excluded the controls, policies, and
procedures of Coinify which was acquired on August 1, 2021.

Coinify’s contribution to the Company’s interim condensed consolidated statements of comprehensive loss for the nine
months ended March 31, 2022, was approximately 16% of total revenues and 1% of total net loss, excluding the
amortization of intangible assets. Additionally, as at March 31, 2022, Coinify’s current assets were below 1% of
consolidated current assets and current liabilities were below 1% of consolidated current liabilities, and its non-current
assets (excluding goodwill and intangible assets) and non-current liabilities (excluding deferred tax liabilities) were below
1% of consolidated non-current assets and non-current liabilities, respectively.

Limitations of controls and procedures

Effective internal controls are required for the Company to provide reasonable assurance that its financial results and other
financial information are accurate and reliable. Any failure to design, develop or maintain effective controls, or difficulties
encountered in implementing, improving or remediation lapses in internal controls may affect our ability to prevent fraud,
detect material misstatements, and fulfill our reporting obligations. As a result, investors may lose confidence in our ability
to report timely, accurate and reliable financial and other information, which may expose us to certain legal or regulatory
actions, thus negatively impacting our business, the trading process of our shares and the market value of other securities.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, believes that any disclosure
controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can
provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent
limitations include those judgments in decision-making can be faulty, and that breakdowns can occur because of simple
errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not be detected.

Digital technologies are transforming traditional industries and business models and crypto and blockchains involve
complex and evolving information technology processes. Digital technologies, including crypto and blockchain, also
impact common control procedures, the overall control environment, risk management and audit. As a result, there is no
single control framework that is designed for crypto and the blockchain. The lack of relevant official guidance from
standard setters dealing with emerging issues related to cryptocurrencies is a major challenge. Accordingly, existing DC&P
and ICFR frameworks may not be suitable for use with digital assets and block chain technology and may evolve from
time to time to address emerging risks and technologies.

28
Industry

Trading of Cryptocurrencies

The demand for cryptocurrencies has increased over the past year as cryptocurrencies have become more widely accepted.
Customers expect to be able to utilize more efficient and better infrastructures to support the trading of cryptocurrencies.
Voyager’s platform solves many of the problems facing people or institutions that trade crypto assets, including that:

● the market is highly fragmented, with more than 300 exchanges facilitating trading of cryptocurrencies;
● there is no centralized place or service in which to trade, which means that users often have to open accounts with
multiple exchanges to trade various crypto assets; and
● many of the top tier retail customer exchanges lack a cost-effective fiat on-ramp and off-ramp for customers to turn
dollars into crypto assets via a secure banking provider.

The Voyager platform provides customers with an easy-to-use mobile app that centralizes the fragmented cryptocurrency
market and allows them to trade crypto assets without paying a commission.

Trends

In the industry, there exist multiple crypto asset exchanges offering online trading and wallets and multiple online/mobile
players providing components of the crypto asset ecosystem. The largest U.S. cryptocurrency exchanges are Coinbase,
Kraken, Gemini and Binance.US. Their models offer platforms that only send trades singularly to their wholly owned
exchange with little or no information available on the platform. Additionally, exchanges focus on institutional volume
and not the retail consumer and experience. Voyager’s agency brokerage platform uses smart order routing to search
multiple exchanges, market makers and liquidity providers to strategically fill customer orders often at better prices than
those offered by such Exchanges directly.

The competitive landscape also includes traditional payment and online brokers such as Robinhood, SoFi, Block (formerly
Square) and Paypal. The Voyager platform supports self-directed trading of 100+ crypto assets, with the ability for
customers to transfer certain of their crypto assets to their own wallet or custody with Voyager.

29
 EXHIBIT D
Material Change Report
 FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Voyager Digital Ltd. (“Voyager” or the “Company”)

33 Irving Plaza, Suite 3060
New York, NY
10003

Item 2 – Date of Material Change:

June 22, 2022

Item 3 – News Release:

The news release dated June 22, 2022 was disseminated via PRNewswire, has been filed on
SEDAR and is available at www.sedar.com.

Item 4 – Summary of Material Change:

Voyager announced its subsidiary, Voyager Digital Holdings, Inc. (“VDH”), has entered into a
definitive agreement with Alameda Ventures Ltd. (“Alameda”) related to the previously
disclosed credit facility, which is intended to help Voyager meet customer liquidity needs during
this dynamic period.

VDH entered into a definitive agreement with Alameda for a US$200 million cash and USDC
revolver and a 15,000 BTC revolver (the “Loan”). As previously disclosed, the proceeds of the
credit facility are intended to be used to safeguard customer assets in light of current market
volatility and only if such use is needed. In addition to this facility, as of June 20, 2022, Voyager
has approximately US$152 million cash and owned crypto assets on hand, as well as
approximately US$20 million of cash that is restricted for the purchase of USDC.

Voyager concurrently announced that its operating subsidiary, Voyager Digital, LLC, may issue
a notice of default to Three Arrows Capital (“3AC”) for failure to repay its loan. Voyager’s
exposure to 3AC consists of 15,250 BTC and $350 million USDC. The Company made an initial
request for a repayment of $25 million USDC by June 24, 2022, and subsequently requested
repayment of the entire balance of USDC and BTC by June 27, 2022. Neither of these amounts
has been repaid, and failure by 3AC to repay either requested amount by these specified dates
will constitute an event of default. Voyager intends to pursue recovery from 3AC and is in
discussions with the Company’s advisors regarding the legal remedies available. The Company
is unable to assess at this point the amount it will be able to recover from 3AC.

Item 5 – Full Description of Material Change:

5.1 Full Description of Material Change

Voyager announced its subsidiary, Voyager Digital Holdings, Inc. (“VDH”), has entered into a
definitive agreement with Alameda Ventures Ltd. (“Alameda”) related to the previously
 -2-

disclosed credit facility, which is intended to help Voyager meet customer liquidity needs during
this dynamic period.

VDH entered into a definitive agreement with Alameda for a US$200 million cash and USDC
revolver and a 15,000 BTC revolver (the “Loan”). As previously disclosed, the proceeds of the
credit facility are intended to be used to safeguard customer assets in light of current market
volatility and only if such use is needed. In addition to this facility, as of June 20, 2022, Voyager
has approximately US$152 million cash and owned crypto assets on hand, as well as
approximately US$20 million of cash that is restricted for the purchase of USDC.

Alameda’s obligation to provide funding is subject to certain conditions, which include: no more
than US$75 million may be drawn down over any rolling 30-day period; the Company’s
corporate debt must be limited to approximately 25 percent of customer assets on the platform,
less US$500 million; and additional sources of funding must be secured within 12 months. This
is a summary of the Loan terms; a copy of the Loan agreement will be filed at
http://www.sedar.com.

Voyager concurrently announced that its operating subsidiary, Voyager Digital, LLC, may issue
a notice of default to Three Arrows Capital (“3AC”) for failure to repay its loan. Voyager’s
exposure to 3AC consists of 15,250 BTC and $350 million USDC. The Company made an initial
request for a repayment of $25 million USDC by June 24, 2022, and subsequently requested
repayment of the entire balance of USDC and BTC by June 27, 2022. Neither of these amounts
has been repaid, and failure by 3AC to repay either requested amount by these specified dates
will constitute an event of default. Voyager intends to pursue recovery from 3AC and is in
discussions with the Company’s advisors regarding the legal remedies available. The Company
is unable to assess at this point the amount it will be able to recover from 3AC.

Alameda currently indirectly holds 22,681,260 common shares of Voyager ("Common Shares"),
representing approximately 11.56% of the outstanding Common and Variable Voting Shares.
The Loan is considered a "related party transaction" pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Voyager is
relying on the exemption available under Section 5.7(1)(f) of MI 61-101 minority shareholder
approval requirement. Additionally, the Loan is exempt from the formal valuation requirement
of MI 61-101 pursuant to Section 5.4(1) of MI 61-101. The Loan Agreement was approved by
the Board of Directors of Voyager.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 – Omitted Information

Not applicable.
 -3-

Item 8 – Executive Officer:

The following senior officer of the Company is knowledgeable about the subject matter of this
material change report and may be contacted for further information:

Stephen Ehrlich
Chief Executive Officer
Telephone: 212-547-8807

Item 9 – Date of Report:

June 22, 2022

EXHIBIT E

Customer Email
DiVita, Michelle D.

From: Michelle DiVita < >

Sent: Friday, October 14, 2022 6:05 PM
To: DiVita, Michelle D.
Subject: Fwd: An update on recent market news

Categories: Ready to file

Begin forwarded message:

From: Voyager <no-reply@investvoyager.com>

Date: June 14, 2022 at 9:11:16 AM CDT
To:
Subject: An update on recent market news
Reply-To: no-reply@investvoyager.com

Hi Voyagers,

When we started Voyager, we made the decision to be one of the first public companies in the
crypto industry. We could have easily kept things private, and some elements of our business
would have been a whole lot easier. I’ll be the first one to tell you that. But we didn’t. We chose
to be public because we are here to prioritize our customer assets at all times. Period.

This means going the extra mile to be transparent about our balance sheet and providing regular
updates on the state of our assets. The market is seeing some tough volatility right now,
exacerbated by the news that Celsius has paused customer withdrawals. So I want to be ultra-
clear on a few key points:

Voyager has zero customer asset exposure to Celsius. While we announced a partnership
in 2019, through our ongoing due diligence and rigorous risk management process, we made a
decision to start moving funds from Celsius earlier this year.

1
 We have never engaged in DeFi lending activities, including algorithmic stablecoin
staking and lending.

We have zero exposure to derivative assets like stETH.

As many of you know, Voyager has the benefit of seasoned leaders who’ve been through
multiple market cycles. In other words, we have the experience to plan for volatile markets and
the ability to stay agile. On our balance sheet, Voyager is well-capitalized and positioned to
weather the bear market.

As you personally consider which crypto platform can support you through all market cycles, I
urge you to look at how the company is disclosing the details of its financial position. Very few in
the crypto industry are doing that today.

This is also a good time to remind everyone that USD is held by our banking partner,
Metropolitan Commercial Bank, which is FDIC insured. The cash you hold with
Voyager is protected up to $250,000–which means it’s as safe with us as at a bank.

Keep looking forward. Market cycles are temporary, and Voyager is here to stay.

Regards,
Steve

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