INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2023 • Bitcoin Depot Inc. • Finance services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of June 30, 2023 (the “Effective Date”), by and between Bitcoin Depot Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2023 • Bitcoin Depot Inc. • Finance services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”), BT Assets, Inc., a Delaware corporation (“BT Assets”), each individual identified on the signature pages hereto as a “Management Holder” (each, a “Management Holder” and together, the “Management Holders”) and GSR II Meteora Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with BT Assets, the Management Holders, and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each, a “Holder”).
BT HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 2023Limited Liability Company Agreement • July 7th, 2023 • Bitcoin Depot Inc. • Finance services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BT HoldCo LLC, a Delaware limited liability company (the “Company”), is entered into as of June 30, 2023 (the “Execution Date”), by and among the Company, Bitcoin Depot Inc., a Delaware corporation (“PubCo”), and BT Assets, Inc., a Delaware corporation (“BT Assets”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Article 4.1.
TAX RECEIVABLE AGREEMENT by and among BITCOIN DEPOT INC. BT HOLDCO LLC and BT ASSETS, INC. Dated as of June 30, 2023Tax Receivable Agreement • July 7th, 2023 • Bitcoin Depot Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2023, is entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Corporation”), BT HoldCo LLC, a Delaware limited liability company (the “LLC”), and BT Assets, Inc., a Delaware corporation (the “TRA Holder”).
PHANTOM EQUITY AWARD TERMINATION AGREEMENT AND GENERAL RELEASEEquity Award Termination Agreement and General Release • July 7th, 2023 • Bitcoin Depot Inc. • Finance services
This Phantom Equity Award Termination Agreement and General Release (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and between Lux Vending, LLC d/b/a Bitcoin Depot, a Georgia limited liability company (the “Company”), and _____________ (the “Participant” and together with the Company, the “Parties”). Capitalized terms used but not defined herein have the meanings set forth in the Transaction Agreement (as defined below).
