INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August___, 2022 (the “Effective Date”) by and between, on the one hand, Athena Bitcoin Global, a Nevada corporation (“Athena Bitcoin”), jointly and severally with its wholly-owned subsidiary, Athena Bitcoin, Inc., a Delaware corporation (“Athena”) (collectively, the “Company”), and the undersigned individual (“Indemnitee”). The Company and Indemnitee are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) to that certain Security Agreement Note dated August 4, 2022 (the “Security Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among Athena Bitcoin, Inc., a Delaware corporation, and Athena Bitcoin Global, a Nevada corporation (collectively, the “Grantor”) and Michael Komaransky, an individual (“Secured Party”). Grantors and Secured Party are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Security Agreement.
FIRST AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this “Amendment”) to that certain Secured Promissory Note dated August 4, 2022 (the “Promissory Note”) is made and entered into as of the date last written below (the “Effective Date”), by and among Athena Bitcoin, Inc., a Delaware corporation, and Athena Bitcoin Global, a Nevada corporation (collectively, the “Borrowers” and each a “Borrower”) and Michael Komaransky, an individual (“Noteholder”). Borrowers and Noteholder are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Promissory Note.
SECURITY AGREEMENTSecurity Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS SECURITY AGREEMENT dated as of the date last written below (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among, on the one hand, Athena Bitcoin, Inc., a Delaware corporation (“Borrower”) and Athena Bitcoin Global (f/k/a GamePlan, Inc.), a Nevada corporation (“Parent”, and together with Borrower, “Grantor”), and on the other hand, Michael Komaransky, an individual (“Secured Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Secured Promissory Note dated as of August 4th, 2022, as amended and in effect in accordance with its terms (the “Note”).
EQUIPMENT SUBLEASE AGREEMENTEquipment Sublease Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Illinois
THIS EQUIPMENT SUBLEASE AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2023 (the “Effective Date”), by and between Taproot Acquisition Enterprises, LLC, a Delaware limited liability company (“Lessee”), and Athena Bitcoin, Inc., a Delaware corporation (“Sublessee”).
SERVICE LEVEL AGREEMENTService Level Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services
This Service Level Agreement, dated as of July 1st, 2022 (the "Effective Date"), by and among Athena Bitcoin Inc., a corporation organized and existing under the laws of Delaware, USA, Athena Bitcoin Global, a corporation organized and existing under the laws of Nevada, USA, Athena Bitcoin Holdings of El Salvador, S.A. de C.V., a Salvadorian corporation (Athena Bitcoin Inc., Athena Bitcoin Global, and Athena Bitcoin Holdings of El Salvador S.A. de C.V., are collectively referred to as "Athena") and Chivo, Sociedad An6nima de Capital Variable, a Salvadorian corporation ("Chivo") (the "SLA"), defines the service levels that Athena will provide Chivo in respect of the maintenance and support of the Core ATM Services (as defined below). For the avoidance of doubt, Athena will provide such maintenance and support services only to Chivo, and Chivo will be solely responsible for all support interactions with End Users. Capitalized terms not otherwise defined in this SLA will have the meanings
ATHENA BITCOIN GLOBAL CONSULTING AGREEMENTConsulting Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services
This Consulting Agreement (this "Agreement") is effective as March 15th, 2023 and is made by and between Athena Bitcoin Global, a Nevada corporation together with its subsidiaries (collectively, the "Company"), and Carlos Carreno/ 4C LLC (the "Consultant").
FIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENTSenior Secured Loan Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS FIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENT (this “Amendment”) is made and entered into as of June 6, 2023 (the “First Amendment Effective Date”) by and among, on the one hand, ATHENA BITCOIN GLOBAL, ATHENA BITCOIN, INC., ATHENA HOLDINGS EL SALVADOR SA DE CV (collectively, the “Borrower Parties”) and, on the other hand, KGPLA HOLDINGS LLC, its successors and/or assigns (the “Lender”, and together with the Borrower Parties, each a “Party” and, collectively, the “Parties”), amending that certain Senior Secured Loan Agreement dated May 15, 2023 (the “Loan Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.
TERM LOAN NOTETerm Loan Note • November 13th, 2023 • Athena Bitcoin Global • Finance services
FOR VALUE RECEIVED, and pursuant to that certain Senior Secured Loan Agreement of even date herewith, as amended or supplemented from time to time (the “Loan Agreement”), by and among the Loan Parties thereto and KGPLA Holdings, LLC, a Delaware limited liability company or its assigns (the “Payee”), the undersigned (the “Borrower”) absolutely and unconditionally promises to pay to the order of the Payee, the principal sum of Ninety Thousand U.S. Dollars and No Cents (US$90,000.00) plus interest from the date hereof at the rate ten percent (10%) per annum (the “Interest Rate”) on the outstanding principal balance as of the Interest Payment Date (as defined below), payable in the manner described below.
SENIOR SECURED LOAN AGREEMENT by and among, on the one hand, KGPLA HOLDINGS LLC, as Lender, and, on the other hand, ATHENA BITCOIN GLOBAL, as Borrower, and THE OTHER BORROWER PARTIES LISTED HEREIN date as of May 15, 2023Senior Secured Loan Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
This Senior Secured Loan Agreement dated as of May 15, 2023 (the “Effective Date”), as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof (this “Agreement”), is made by and among, on the one hand, Athena Bitcoin Global, a Nevada corporation (the “Borrower”), the other Borrower Parties defined hereunder, and, on the other hand, KGPLA Holdings LLC, a Delaware limited liability company (the “Lender”). The Borrower Parties and the Lender are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”.
Independent Contractor AgreementIndependent Contractor Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services
This Independent Contractor Agreement (Agreement) is entered into this 1st day of January, 2022, by and between Athena Bitcoin (Corporation), and Antonio Valiente, an independent contractor (Contractor), in consideration of the mutual promises made herein, as follows:
TERMINATION AGREEMENTTermination Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services
THIS TERMINATION AGREEMENT (this “Agreement”) dated as of November 4th, 2022 (the “Effective Date”) is by and among (i) Athena Bitcoin Global, Inc., a Nevada corporation (f/k/a GamePlan, Inc.) (“Company”), (ii) Eric Gravengaard, an individual (“Key Holder”), and KGPLA Holdings, LLC, a Delaware limited liability company (“Lead Investor”, each of Company, Key Holder and Lead Investor is sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”), in respect of that certain Voting Agreement dated January 31, 2020, as amended and in effect (the “Voting Agreement”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
This Restricted Stock Unit Agreement (the "Agreement") is made and entered into as of February 28, 2023 (the "Effective Date") by and between Athena Bitcoin Global (the "Company") and Shaun Overton (the "Consultant"). Capitalized terms used but not otherwise defined or expressly cross-referenced in this Agreement will have the meanings ascribed to such terms in the Athena Bitcoin Global 2021 Equity Compensation Plan (the “Plan”), and if not defined in the Plan, in a consulting agreement between the Consultant and the Company dated as of February 28, 2023 (the “Consulting Agreement”), both of which are incorporated into and made a part of this Agreement by reference. In the event of an inconsistency between the Plan and the Consulting Agreement, the Plan’s provisions shall control as determined by the Administrator in its sole discretion.
THIS CONVERTIBLE DEBENTURE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR...Convertible Debenture • November 13th, 2023 • Athena Bitcoin Global • Finance services • Delaware
THIS CONVERTIBLE DEBENTURE IS SUBJECT TO THE TERMS AND PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 31, 2020, AS AMENDED AND IN EFFECT, AMONG THE COMPANY AND THE INVESTOR(S) NAMED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
EQUIPMENT Financing AGREEMENTEquipment Financing Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Illinois
THIS EQUIPMENT FINANCING AGREEMENT (this “Amendment”) is entered into as of November __, 2023 (the “Effective Date”) by and between Taproot Acquisition Enterprises, LLC, a Delaware limited liability company (“Lender”), and Athena Bitcoin, Inc. a Delaware corporation (“Borrower” or “Purchaser”).
SENIOR SECURED REVOLVING CREDIT PROMISSORY NOTESenior Secured Revolving Credit Promissory Note • November 13th, 2023 • Athena Bitcoin Global • Finance services
FOR VALUE RECEIVED, and pursuant to that certain Senior Secured Loan Agreement of even date herewith, as amended or supplemented from time to time (the “Loan Agreement”), by and among the Borrower Parties thereto and KGPLA Holdings, LLC, a Delaware limited liability company or its assigns (the “Payee”), the undersigned (the “Borrower”) absolutely and unconditionally promises to pay to the order of the Payee, the principal sum of US$4,000,000, or such lesser amount as may be outstanding under this Senior Secured Revolving Credit Promissory Note (this “Note”) based on the aggregate of the actual Revolving Credit Loans from the Lender outstanding from time to time (the “Outstanding Principal”) in accordance with the provisions of the Loan Agreement, plus interest from the date of disbursement of each Revolving Credit Loan (the “Interest Rate”) that is the greater of (i) 1.5% of the gross daily receipts generated from the New Bitcoin ATM Machines, whether from the New Crypto Inventory purc
THIRD AMENDMENT TO SENIOR SECURED LOAN AGREEMENTSenior Secured Loan Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS THIRD AMENDMENT TO SENIOR SECURED LOAN AGREEMENT (this “Amendment”) is made and entered into as of October 16, 2023 (the “Third Amendment Effective Date”) by and among, on the one hand, ATHENA BITCOIN GLOBAL, ATHENA BITCOIN, INC., ATHENA HOLDINGS EL SALVADOR SA DE CV (collectively, the “Borrower Parties”) and, on the other hand, KGPLA HOLDINGS LLC, its successors and/or assigns (the “Lender”, and together with the Borrower Parties, each a “Party” and, collectively, the “Parties”), amending that certain Senior Secured Loan Agreement dated May 15, 2023, as amended by that certain First Amendment dated June 6, 2023 and that certain Second Amendment dated July 27, 2023 (the “Loan Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.
SECOND AMENDMENT TO SENIOR SECURED LOAN AGREEMENTSenior Secured Loan Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
THIS SECOND AMENDMENT TO SENIOR SECURED LOAN AGREEMENT (this “Amendment”) is made and entered into as of July 27, 2023 (the “Second Amendment Effective Date”) by and among, on the one hand, ATHENA BITCOIN GLOBAL, ATHENA BITCOIN, INC., ATHENA HOLDINGS EL SALVADOR SA DE CV (collectively, the “Borrower Parties”) and, on the other hand, KGPLA HOLDINGS LLC, its successors and/or assigns (the “Lender”, and together with the Borrower Parties, each a “Party” and, collectively, the “Parties”), amending that certain Senior Secured Loan Agreement dated May 15, 2023 (the “Loan Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.
MASTER SERVICES AGREEMENTMaster Services Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • New York
This Master Services Agreement (this "MSA") is hereby entered into by Athena Bitcoin Global, a corporation organized and existing under the laws of Nevada, USA, Athena Bitcoin Inc., a corporation organized and existing under the laws of Delaware, USA, and Athena Bitcoin Holdings of El Salvador SA DE CV, a Salvadorian corporation (Athena Bitcoin Global, Athena Bitcoin Inc., and Athena Bitcoin Holdings of El Salvador SA DE CV collectively referred to as the "Company"), Chivo, Sociedad Anonima de Capital Variable ("Republic") and, solely for the purposes of Sections 10 and 11.15, Matias A. Goldenhorn ("Authorized Representative"), and is effective as of July 1, 2022 ("MSA Effective Date"). In this MSA, Company and Republic are each referred to as a "Party" or collectively as the "Parties". Capitalized terms that are not defined in the body or exhibits of this MSA have the meanings set forth in Exhibit A (Definitions).
UNCONDITIONAL GUARANTYUnconditional Guaranty • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
This GUARANTY (this “Guaranty”) dated as of May [__], 2023 (the “Effective Date”), is made by those entities set forth on Exhibit A attached to this Guaranty (each a “Guarantor” and, collectively, the “Guarantors”), in favor and for the benefit of KGPLA Holdings LLC, a Delaware limited liability company (the “Lender”), pursuant to and as required under that certain Senior Secured Loan Agreement of even date herewith (the “Loan Agreement”) by and among the Lender, Athena Bitcoin Global, a Nevada corporation, as the borrower and the parent corporation of the Guarantors (the “Borrower”, and together with the Guarantors, the “Borrower Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
SECURITY AGREEMENTSecurity Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Nevada
THIS SECURITY AGREEMENT dated as of May 15, 2023 (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among, on the one hand, Athena Bitcoin Global, a Nevada corporation (the “Borrower”), and the guarantors listed on the signature pages hereto or from time to time become a Party hereto by execution of a joinder agreement (the “Guarantors”), as grantors, pledgors, and assignors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors”, and each, a “Grantor”), and, on the other hand and in favor of, KGPLA Holdings LLC, a Delaware limited liability company (the “Secured Party”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in that certain Senior Secured Loan Agreement of even date herewith by and among the Borrower, the Secured Party and other Borrower Pa
SECURED PROMISSORY NOTESecured Promissory Note • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, ATHENA BITCOIN, INC., a Delaware corporation, and ATHENA BITCOIN GLOBAL, a Nevada corporation (collectively, the “Borrowers” and each a “Borrower”), hereby jointly and severally and unconditionally promises to pay to the order of MICHAEL KOMARANSKY or his assigns (the “Noteholder,” and together with the Borrowers, the “Parties”), the principal amount of FIVE HUNDRED THOUSAND and NO/100 Dollars ($500,000.00), together with all accrued interest thereon as provided in this Promissory Note (the “Note”).
FINANCIAL SETTLEMENT AGREEMENTFinancial Settlement Agreement • November 13th, 2023 • Athena Bitcoin Global • Finance services • Florida
This FINANCIAL SETTLEMENT AGREEMENT (the "Agreement"), dated as of October 5, 2022 and effective as of July 1, 2022 ("Effective Date"), is entered into by and among Chivo, Sociedad An6nima de Capital Var ble, a Salvadorian corporation ("Chivo"), Athena Bitcoin Holdings El Salvador SA DE CV, a Salvadorian corporation ("Athena El Salvador''), Athena Bitcoin, Inc., a Delaware corporation ("Athena US"), Athena Bitcoin Global, a Nevada corporation ("Athena Bitcoin Global"), and, solely for the purposes of Sections 10 and 23, Matias A. Goldenhorn ("Authorized Representative"), each, individually referred to as ("Party") and collectively as ("Parties"). Athena El Salvador, Athena US, and Athena Bitcoin Global shall be referred to as "Athena".
