Gemini Space Station, Inc. Sample Contracts
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 14, 2025 (the “Effective Date”), by and between Gemini Space Station, Inc., and Marshall Beard (“Executive” and, together with the Company, the “Parties”).
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • March 31st, 2026 • Gemini Space Station, Inc. • Finance services • New York
I, Marshall Beard (the “Employee”), in consideration of and subject to the performance by Company (together with its subsidiaries, the “Company”), of its obligations under Executive Employment Agreement by and between Marshall Beard and the Company, dated August 14, 2025 (the “Employment Agreement”) and the Gemini Space Station Senior Executive Severance Plan (the “Plan”), as modified by this Release and Separation Agreement (the “Agreement”) do hereby release and forever discharge as of the date hereof the Company, the Employer and their respective Subsidiaries and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the te
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”), dated and effective as of August 14, 2025, by and between Gemini Space Station, Inc. (the “Company”), a Nevada corporation, and Cameron Winklevoss (“you”), sets forth the terms of employment between you and the Company.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CREDIT AGREEMENT by and among GEMINI CAPRICORN ONE, LLC, as the Borrower, GEMINI...Credit Agreement • August 15th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
THIS CREDIT AGREEMENT (including all Appendices, Schedules and Exhibits hereto, this “Agreement”) is made as of July 11, 2025, by and among GEMINI CAPRICORN ONE, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), GEMINI CONSTELLATION, LLC (“Constellation”), a Delaware limited liability company, as the initial servicer (in such capacity, the “Servicer”), and Ripple Labs Inc., as the lender (the “Lender”). Unless otherwise indicated, capitalized terms used in this Agreement are defined in, and this Agreement shall be interpreted in accordance with, the provisions of Appendix A.
GEMINI SPACE STATION, INC. A Nevada Corporation INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [ ], 20[__], by and between Gemini Space Station, Inc., a Nevada corporation (the “Company”), and [_________] (“Indemnitee”).
CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • September 9th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 8, 2025, between Gemini Space Station, Inc., a Nevada corporation (the “Company”), and Nasdaq, Inc. (the “Investor”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GEMINI SPACE STATION, LLC a Nevada limited liability companyOperating Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This Third Amended and Restated Operating Agreement (this “Agreement”) of Gemini Space Station, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of September [·], 2025 (the “Effective Date”), by Gemini Space Station, Inc., a Nevada corporation and the sole member of the Company (the “Member”), with reference to the recitals set forth below.
FIRST AMENDMENT TOCredit Agreement • March 31st, 2026 • Gemini Space Station, Inc. • Finance services • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Master Repurchase Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of [●], 2025, by and among Morgan Creek Gemini SPV, Inc., a Delaware corporation (“Morgan Creek”), PGF Blocker Holdings LLC, a Delaware limited liability company (“PGF”), Gemini MVP Blocker, Inc., a Delaware corporation (“MVP”), Draper Associates VI Blocker, LLC, a Delaware limited liability (“Draper Associates”), DraperDragon DAF II Blocker, LLC, a Delaware limited liability company (“DraperDragon”), Boost Cockroach Gemini, Inc., a Delaware corporation (“Boost”), Helium-3 Gemini, Ltd., a Delaware Corporation (“Helium”), 10T DAE G Blocker, LLC, a Delaware limited liability company (“10T DAE”), 10T G Co-Invest Blocker, LLC a Delaware limited liability company (“10T G”) and Tessera Venture Partners Fund II, Inc., a Delaware Corporation (“Tessera” and together with Morgan Creek, PGF, MVP, Draper Associates, DraperDragon, Boost, Helium, 10T DAE and 10T G each a “Blocker” and collectively, the “Blockers”), and
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GEMINI SPACE STATION, LLC a Nevada limited liability companyOperating Agreement • November 10th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This Third Amended and Restated Operating Agreement (this “Agreement”) of Gemini Space Station, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of September 15, 2025 (the “Effective Date”), by Gemini Space Station, Inc., a Nevada corporation and the sole member of the Company (the “Member”), with reference to the recitals set forth below.
Gemini Space Station, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers
Gemini Space Station, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) and, at the election of the Underwriters, up to [·] additional shares of Class A Common Stock, and at the election of the Underwriters, the stockholders named in Schedule II hereto (the "Selling Stockholders") of the Company propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters up to [·] addition shares. The aggregate of [·] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [·] additional shares to be sold by the Company and the aggregate of [·] shares sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Share
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September [·], 2025 (this “Agreement”), is by and among GEMINI SPACE STATION, INC., a Nevada corporation (the “PubCo”), and the undersigned parties listed as “Holders” on the signature page hereto and any Person who hereafter becomes a party to this Agreement pursuant to the terms of this Agreement (each, a “Holder” and, collectively, the “Holders”).
MASTER DIGITAL CURRENCY LOAN AGREEMENTMaster Digital Currency Loan Agreement • July 24th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
This Amended and Restated Master Digital Currency Loan Agreement (“Agreement”) is made on April 27, 2023 (“Effective Date”) by and between Gemini Space Station, LLC (“Borrower”), a limited liability company organized and existing under the laws of the state of Delaware, with its principal place of business at 315 Park Avenue South, 16th Fl, New York, NY 10010, and Galaxy Digital LLC (“Galaxy” or “Lender”) a limited liability company organized and existing under the laws of the state of Delaware, with its principal place of business at 300 Vesey Street, 13th Floor, New York, N.Y. 10282. This Agreement hereby amends, restates and supersedes the terms of the Master Digital Currency Loan Agreement previously entered into by the parties on March 1, 2023, and the terms of this Agreement shall be deemed to apply to all existing and prospective Loan Term Sheets entered into between Borrower and Lender.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 10th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 12, 2025, by and among Morgan Creek Gemini SPV, Inc., a Delaware corporation (“Morgan Creek”), PGF Blocker Holdings LLC, a Delaware limited liability company (“PGF”), Gemini MVP Blocker, Inc., a Delaware corporation (“MVP”), DraperDragon DAF II Blocker, LLC, a Delaware limited liability company (“DraperDragon”), Boost Cockroach Gemini, Inc., a Delaware corporation (“Boost”), Helium-3 Gemini, Ltd., a Delaware Corporation (“Helium”), 10T DAE G Blocker, LLC, a Delaware limited liability company (“10T DAE”), 10T G Co-Invest Blocker, LLC a Delaware limited liability company (“10T G”) and Tessera Venture Partners Fund II, Inc., a Delaware Corporation (“Tessera” and together with Morgan Creek, PGF, MVP, DraperDragon, Boost, Helium, 10T DAE and 10T G each a “Blocker” and collectively, the “Blockers”), and Gemini Space Station, Inc., a Nevada corporation (“GSS” and, together with the Blockers, the “Par
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 12, 2025 (this “Agreement”), is by and among GEMINI SPACE STATION, INC., a Nevada corporation (the “PubCo”), and the undersigned parties listed as “Holders” on the signature page hereto and any Person who hereafter becomes a party to this Agreement pursuant to the terms of this Agreement (each, a “Holder” and, collectively, the “Holders”).
ContractSecurities Purchase Agreement • May 14th, 2026 • Gemini Space Station, Inc. • Finance services • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2026 • Gemini Space Station, Inc. • Finance services • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of December 26, 2025 (“Amendment Effective Date”) among Ripple Labs Inc. (“Lender”), Gemini Capricorn One, LLC (the “Borrower”) and Gemini Constellation, LLC (“Servicer”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER DIGITAL CURRENCY LOAN AGREEMENTDigital Currency Loan Agreement • August 15th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • New York
This Amended and Restated Master Digital Currency Loan Agreement (“Agreement”) is made on April 27, 2023 (“Effective Date”) by and between Gemini Space Station, LLC (“Borrower”), a limited liability company organized and existing under the laws of the state of Delaware, with its principal place of business at 315 Park Avenue South, 16th Fl, New York, NY 10010, and Galaxy Digital LLC (“Galaxy” or “Lender”) a limited liability company organized and existing under the laws of the state of Delaware, with its principal place of business at 300 Vesey Street, 13th Floor, New York, N.Y. 10282. This Agreement hereby amends, restates and supersedes the terms of the Master Digital Currency Loan Agreement previously entered into by the parties on March 1, 2023, and the terms of this Agreement shall be deemed to apply to all existing and prospective Loan Term Sheets entered into between Borrower and Lender.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of [·], 2025, by and between Gemini Merger Sub, LLC, a Nevada limited liability company (“Merger Sub”), Gemini Space Station, LLC, a Nevada limited liability Company (“GSS LLC”), and Gemini Space Station, Inc., a Nevada corporation (“GSS” and, together with Merger Sub and GSS LLC, the “Parties”, and each a “Party”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 10th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 12, 2025, by and between Gemini Merger Sub, LLC, a Nevada limited liability company (“Merger Sub”), Gemini Space Station, LLC, a Nevada limited liability Company (“GSS LLC”), and Gemini Space Station, Inc., a Nevada corporation (“GSS” and, together with Merger Sub and GSS LLC, the “Parties”, and each a “Party”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2026 • Gemini Space Station, Inc. • Finance services
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of [·], 2025, by and between Gemini Astronaut Corps, LLC, a Delaware limited liability company (“Astro”), and Gemini Space Station, Inc., a Nevada corporation (“GSS” and, together with Astro, the “Parties”, and each a “Party”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 10th, 2025 • Gemini Space Station, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 12, 2025, by and between Gemini Astronaut Corps, LLC, a Delaware limited liability company (“Astro”), and Gemini Space Station, Inc., a Nevada corporation (“GSS” and, together with Astro, the “Parties”, and each a “Party”).