David A. Lorber - 30 Jun 2023 Form 4 Insider Report for Bitcoin Depot Inc. (BTM)

Footnote F1

On June 30, 2023, pursuant to that certain Transaction Agreement, dated as of August 24, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among GSR II Meteora Acquisition Corp. (the "Company"), GSRII Meteora Sponsor LLC ("Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT OpCo"), BT HoldCo LLC ("BT HoldCo") and BT Assets, Inc. ("BT Assets"), the Company entered into a series of transactions with Sponsor, BT Assets, BT OpCo and BT HoldCo (each such transaction and the other transactions contemplated by the Transaction Agreement, collectively, the "business combination"). Upon the consummation of the business combination (the "Closing"), the Company changed its name to Bitcoin Depot Inc. In connection with the Closing, the Class B Common Stock of the Company was converted to Class A Common Stock of the Company.

Footnote F2

These shares will not vest until and unless the closing price of the Class A Common Stock exceeds $10.00 per share for twenty days during any thirty day period starting on the first trading day following the Closing.

Footnote F3

Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9.

Footnote F4

The warrants are exercisable by the reporting person into shares of Class A Common Stock on a one-for-one basis commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation.

Footnote F5

The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $12.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.

Footnote F6

The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $14.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.

Footnote F7

The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the ten-year period following the Closing, the closing share price of the Class A Common Stock is greater than $16.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.