AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ⚫ ], 2022, is made and entered into by and among [Bitcoin Depot, Inc.], a Delaware corporation (the “Company”), BT Assets, Inc., a Delaware corporation (“BT Assets”), [the holders of phantom equity awards pursuant to the Lux Vending, LLC d/b/a Bitcoin Depot 2021 Participation Plan (each, a “Phantom Equity Holder” and collectively, the “Phantom Equity Holders”), each individual identified on the signature pages hereto as a “Management Holder” (each, a “Management Holder” and together, the “Management Holders”)]1 and GSR II Meteora Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with BT Assets, [the Phantom Equity Holders, 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”).
BITCOIN DEPOT OPERATING LLC] AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2022Limited Liability Company Agreement • August 25th, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of [Bitcoin Depot Operating LLC], a Delaware limited liability company (the “Company”), is entered into as of [•], 2022 (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 I.
Form of TAX RECEIVABLE AGREEMENT by and among [BITCOIN DEPOT INC.] [BITCOIN DEPOT OPERATING LLC] and BT ASSETS, INC. Dated as of [•]Tax Receivable Agreement • August 25th, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • 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 [•], is entered into by and among [Bitcoin Depot Inc.], a Delaware corporation (the “Corporation”), [Bitcoin Depot Operating LLC], a Delaware limited liability company (the “LLC”), and BT Assets, Inc., a Delaware corporation (the “TRA Holder”).
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”).
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.
