FORM OF WARRANT AGREEMENT GSR II METEORA ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 24, 2022Warrant Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 24, 2022, is by and GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
GSR II METEORA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
The undersigned, GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
GLA Meteora Acquisition Corp. New Hope, Pennsylvania 18938Securities Subscription Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 16, 2021 by and between GLA Meteora Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GLA Meteora Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ] 2022, by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2022, is made and entered into by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF RIGHTS AGREEMENTRights Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 24, 2022, by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 24, 2022, is entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2022 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
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”).
GSR II Meteora Acquisition Corp. Boca Raton, Florida 33432 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Oppenheimer & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one-sixteenth of one right. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each whole right (the “Rights”) entitles the holder thereof to one share of Class A common stock upon the consummation of the Company’s initial busin
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.
Oppenheimer & Co. Inc. New York, NY 10004 Phone 212-668-8000 Transacts Business on All Principal ExchangesMerger Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby GSR II Acquisition Corp., a Delaware corporation (“Company”), has requested Oppenheimer & Co. Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-261965) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
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”).
FORM OF VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redeemption Agreement • May 22nd, 2023 • GSR II Meteora Acquisition Corp. • Finance services • Delaware
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 22, 2023 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned Stockholders of SPAC (collectively, the “Stockholder”). SPAC and Stockholder are collectively referred to herein as the “Parties” and individually as a “Party.”
THIRD AMENDMENT TO THE TRANSACTION AGREEMENTTransaction Agreement • May 11th, 2023 • GSR II Meteora Acquisition Corp. • Finance services
This THIRD AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of May 11, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”). Each of PubCo, Sponsor, BT Assets and BT OpCo are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined herein shall have meanings ascribed to such terms in the Transaction Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • June 26th, 2023 • GSR II Meteora Acquisition Corp. • Finance services • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [ ● ], 2023, is made by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ⚫ ], 2022, is entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TRANSACTION AGREEMENT by and among GSR II METEORA ACQUISITION CORP, GSR II METEORA SPONSOR LLC, LUX VENDING, LLC, AND BT ASSETS, INC. dated as of August 24, 2022Transaction Agreement • August 25th, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • Delaware
This Transaction Agreement (this “Agreement”), dated as of August 24, 2022 (the “Execution Date”), is made and entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”).
FIRST AMENDMENT TO THE SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 13th, 2023 • GSR II Meteora Acquisition Corp. • Finance services
This FIRST AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT (this “Amendment”), dated as of June 7, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor” and, together with PubCo, “GSR Entities”), and BT Assets, Inc., a Delaware corporation (“BT Assets”). Each of PubCo, Sponsor and BT Assets are referred to in this Amendment as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined in this Amendment shall have the meanings ascribed to such terms in the Sponsor Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 23, 2023 among BT ASSETS, INC., as Holdings, LUX VENDING, LLC, as Borrower, the Subsidiary Guarantors from time to time party hereto, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, and...Credit Agreement • June 28th, 2023 • GSR II Meteora Acquisition Corp. • Finance services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 23, 2023, among Lux Vending, LLC, a Georgia limited liability company, as the initial borrower (in such capacity, “Borrower”), BT Assets, Inc., a Delaware corporation, as initial holding company (in such capacity, “Holdings”), Express Vending Inc., a corporation incorporated under the laws of British Columbia (“Express Vending”), Mintz Assets, Inc., a Georgia corporation (“Mintz Assets”), BitAccess Inc., a corporation incorporated under the federal laws of Canada (“BitAccess”), Digital Gold Ventures Inc., a corporation incorporated under the laws of Ontario (“Digital Gold”), Intuitive Software LLC, a Delaware limited liability company (“Intuitive”), each Subsidiary that becomes a Guarantor after the Closing Date pursuant to Article XI of this Agreement (with Express Vending, Mintz Assets, BitAc
FORM OF JOINDER TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2023 • Bitcoin Depot Inc. • Finance services
FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENTTransaction Agreement • June 13th, 2023 • GSR II Meteora Acquisition Corp. • Finance services
This FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of June 7, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”), and BT HoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of BT Assets (“BT HoldCo”, and together with BT Assets and BT OpCo, “BT Entities”). Each of PubCo, Sponsor, BT Assets, BT OpCo and BT HoldCo are referred to in this Amendment as a “Party” and collectively as the “Parties.” Each of the Parties other than BT HoldCo is referred to in this Amendment as an “Original Party” and collectively as the “Original Parties.” Capitalized terms used but not defined in this Amendment have m
PIPE AGREEMENTPipe Agreement • June 26th, 2023 • GSR II Meteora Acquisition Corp. • Finance services
This PIPE AGREEMENT (this “PIPE Agreement”) is entered into on June 23, 2023, by and among the subscribers set forth on Schedule B hereto (individually, a “Subscriber” and collectively, the “Subscribers”), Lux Vending, LLC, a Georgia limited liability company (“TargetCo”), and GSR II Meteora Acquisition Corp., a Delaware corporation (the “Issuer”).
PHANTOM EQUITY AWARD TERMINATION AGREEMENT AND GENERAL RELEASEPhantom Equity Award Termination Agreement • 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).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 31st, 2023 • GSR II Meteora Acquisition Corp. • Finance services • New York
This Amendment to Investment Management Trust Agreement (this “Agreement Amendment ”) is entered into effective as of May 25, 2023 (the “Effective Date”) by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FIRST AMENDMENT TO THE TRANSACTION AGREEMENTTransaction Agreement • February 14th, 2023 • GSR II Meteora Acquisition Corp. • Finance services
This FIRST AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of February 13, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”). Each of PubCo, Sponsor, BT Assets and BT OpCo are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined herein shall have meanings ascribed to such terms in the Transaction Agreement (as defined below).
SPONSOR SUPPORT AGREEMENT August 24, 2022Sponsor Support Agreement • August 25th, 2022 • GSR II Meteora Acquisition Corp. • Blank checks
Reference is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”) by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), and BT Assets, Inc. a Delaware corporation (“BT Assets”). This sponsor support agreement (this “Sponsor Agreement”) is being entered into and delivered by the GSR Entities and BT Assets in connection with the transactions contemplated by the Transaction Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2023 • Bitcoin Depot Inc. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 3, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”) and each of the other parties listed on the signature pages hereto (collectively, the “Holders” and each, a “Holder”).
AMENDMENT NO. 1 TO PIPE AGREEMENTPipe Agreement • October 4th, 2023 • Bitcoin Depot Inc. • Finance services
This AMENDMENT NO. 1 TO PIPE AGREEMENT (this “Amendment”) is entered into on October 2, 2023, by and among the subscribers set forth on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), Bitcoin Depot Inc., a Delaware corporation (the “Issuer”) and Bitcoin Depot Operating LLC, a Delaware limited liability company (“OpCo”).
