Bitcoin Depot - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• On May 17, 2026 (the "Petition Date"), Bitcoin Depot Inc. and its debtor affiliates, as debtors and debtors in possession (collectively, the "Debtors"), filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Court"). The Debtors' chapter 11 cases are consolidated for procedural purposes under the lead case, Bitcoin Depot Inc., et al., Case No. 26-90528 (CML).
• On May 22, 2026, Bitcoin Depot Inc., in its capacity as foreign representative, commenced an ancillary proceeding in Canada (the "Canadian Proceedings") on behalf of the Debtors' estates, including the estates of Digital Gold Ventures Inc., BitAccess Inc., and Express Vending Inc. (collectively, the "Canadian Debtors"), under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) (the "Canadian Court") in order to, among other things, protect the Debtors' assets in Canada.
• The location of the Debtors' corporate headquarters is 8601 Dunwoody Place, Sandy Springs, Georgia 30350.
• Bids must be submitted by email to Vinson & Elkins LLP (dmeyer@velaw.com; jpeet@velaw.com; szoglman@velaw.com), Portage Point Partners, LLC (tstudebaker@pppllc.com; rwilliams@pppllc.com; fechevarria@pppllc.com), and Hilco (tstratton@hilcocf.com; dperess@hilcoglobal.com).

Assets Being Sold

• The Debtors seek to effectuate one or more sale transactions (each, a "Sale Transaction") of all or substantially all of the Debtors' assets (collectively, the "Assets").
• Prior to the Bid Deadline, the Debtors will identify any of the Assets that constitute collateral under:
  • that certain Master Equipment Finance Agreement dated as of June 29, 2021 by and between VFS LLC ("VFS") and Lux Vending, LLC (the "VFS Financing Agreement," and such Assets, the "VFS Assets"); and
  • that certain Master Equipment Lease dated as of November 22, 2021 by and between NFS Leasing, Inc. ("NFS") and Lux Vending, LLC (the "NFS Financing Agreement," and such Assets, the "NFS Assets").
• Assets to be sold may include certain customer information (e.g., email addresses) associated with the Debtors' Kutt or ReadyBucks businesses.
• The Debtors will not offer for sale: (i) any licenses, registrations, or permits authorizing the Debtors under state law to operate as a money transmitter, or (ii) any information about the identity of persons obtained through transactions using the Debtors' Bitcoin ATM kiosks, without further order of the Court. The foregoing does not prohibit the transfer of customer information that is associated with, relates to, or is necessary for the operations of the Debtors' Kutt or ReadyBucks businesses, including information relating to customers who are both Bitcoin ATM customers and Kutt or ReadyBucks customers, to the extent such transfer is otherwise permitted by applicable law and the Debtors' applicable privacy policies, privacy notices, or terms of service.

Due Diligence

• The Debtors have posted copies of all material documents related to the Assets to their confidential electronic data room (the "Data Room"). To access the Data Room, an interested party must submit:
  • an executed confidentiality agreement in form and substance reasonably satisfactory to the Debtors (unless such party is already a party to an existing confidentiality agreement with the Debtors that is acceptable to the Debtors for this due diligence process, in which case such agreement will govern); and
  • sufficient information, as reasonably determined by the Debtors, to allow the Debtors to determine that the interested party (a) has the financial wherewithal to consummate the applicable proposed Sale Transaction, and (b) intends to access the Data Room for a purpose consistent with the Bidding Procedures.
• Each interested party that meets these requirements to the satisfaction of the Debtors will be a "Potential Bidder." As soon as reasonably practicable, the Debtors will provide all Potential Bidders access to the Data Room; provided that such access may be terminated by the Debtors in their sole discretion at any time, including if: (a) a Potential Bidder does not become a Qualified Bidder; (b) such Potential Bidder fails to comply with reasonable requests for information and due diligence access; or (c) the Bidding Procedures are terminated.
• Until the Bid Deadline, the Debtors will provide any additional information requested by Potential Bidders that the Debtors believe to be reasonable and appropriate. All additional due diligence requests will be directed to the Debtors' advisors, Portage Point Partners, LLC and Hilco.
• Neither the Debtors nor their representatives will be obligated to furnish any information relating to the Assets: (a) to any person or entity who (i) is not a Potential Bidder, (ii) does not comply with the participation requirements, (iii) where sharing such information would jeopardize the Debtors' trade secrets, or (iv) in the case of competitively sensitive information, is a competitor of the Debtors (except pursuant to "clean team" or other information-sharing procedures reasonably satisfactory to the Debtors); and (b) to the extent not permitted by law.
• The Committee's advisors shall have access to the Data Room and all due diligence made available to Potential Bidders, subject to the confidentiality provisions set forth in the Committee by-laws. The Debtors shall provide counsel for the NAAG Client States with a copy of the Form APA when it is made available to Potential Bidders in the Data Room.

Bid Requirements

• To be eligible to be a purchaser, a Potential Bidder must submit a bid (a "Bid") on some or all of the Assets such that electronic copies are received no later than the Bid Deadline. The submission of a Bid by the Bid Deadline constitutes a binding and irrevocable offer to acquire the Asset(s) specified in such Bid. Any party that does not submit a Bid by the Bid Deadline will not be permitted to submit any offer thereafter or participate in the Auction (if any).
• The Debtors may extend the Bid Deadline without further order of the Court, subject to providing prior notice to all Potential Bidders, counsel to the Term Loan Agent, counsel to the NAAG Client States, and counsel to the Committee.
• To constitute a "Qualified Bid," a Bid must include, at a minimum, the following:
  • Identity of Bidder. Full disclosure of the legal identity of each person or entity bidding or participating in connection with the Bid (including each equity holder or financial backer where the Potential Bidder is an entity formed for the purpose of the transaction), the complete terms of any such participation, and any connections or agreements with the Debtors, any other known Potential Bidder, Consultation Party, or Qualified Bidder, and/or any insider, officer, or director. No undisclosed principals, equity holders, or financial backers will be associated with any Bid.
  • Joint Bids. The Debtors are authorized to approve joint Bids in their reasonable discretion on a case-by-case basis and in consultation with the Consultation Parties, provided that the Bid otherwise complies with the Bidding Procedures and the Potential Bidders have adhered to the restrictions on communications between Potential Bidders.
  • Acquired Property. Clear written identification of whether the Potential Bidder is bidding on all of the Assets or, if bidding on substantially all or any portion of the Assets, which Assets are not included.
  • Assumed Liabilities. Clear identification of the particular liabilities, if any, the Potential Bidder seeks to assume.
  • Purchase Price. Specification of the price (the "Purchase Price") proposed to be paid, which may include only cash and/or other consideration acceptable to the Debtors, in consultation with the Consultation Parties. Each Bid must be made for cash.
  • Deposit. A good faith Deposit (as described below).
  • Proposed Asset Purchase Agreement. An executed purchase agreement, in both PDF and MS-Word format, marked against the form asset purchase agreement (the "Form APA"), including (a) a redlined copy showing all requested changes against the Form APA, (b) the proposed Purchase Price allocation, if applicable, and (c) any requested changes to exhibits or schedules.
  • Financial and Adequate Assurance Information. Financial and other information sufficient for the Debtors to make a reasonable determination as to the Potential Bidder's capability to consummate the Sale Transaction, including information regarding willingness to perform under assumed contracts, proof of financing commitments (if needed) not subject to unreasonable conditions, contact information for verification, and any other information reasonably requested.
  • Representations and Warranties. Statements that the Potential Bidder (i) had an opportunity to conduct all due diligence prior to submitting its Bid; (ii) relied solely upon its own due diligence and not on any statements, representations, or warranties of the Debtors or their advisors; (iii) acknowledges the Assets will be conveyed without recourse, "as is, where is, with all faults," with limited representations and warranties and no indemnification or guarantees; (iv) agrees to serve as Back-Up Bidder if its Qualified Bid is selected as the second highest or otherwise best Qualified Bid; (v) has not engaged in any collusion with respect to its Bid; (vi) affirms that all proof of financial ability and adequate assurance information is true and correct; and (vii) agrees to be bound by the terms of the Bidding Procedures.
  • Required Approvals. If applicable, a statement that the Potential Bidder has made or will timely make all necessary filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and pay any related fees; an explanation or evidence of its plan and ability to obtain all governmental and regulatory approvals to operate or own the applicable Assets, including its legal counsel's regulatory analysis, strategy, and timeline; and evidence that the Bid is reasonably likely to be consummated within a time frame acceptable to the Debtors.
  • Authorization. Evidence of corporate or other authorization with respect to the submission, execution, and delivery of the Bid, participation in the Auction, and closing the Sale Transaction(s).
  • Other Requirements. An agreement to serve as Back-Up Bidder; that the Bid remains binding, unconditional, and irrevocable until the first business day following the close of any Sale Transaction with the Winning Bidder(s) or, if applicable, the Back-Up Bidder(s); a statement that the Bid does not entitle the Potential Bidder to any break-up fee, termination fee, expense reimbursement, or similar payment, and a waiver of any substantial contribution administrative expense claims under section 503(b) of the Bankruptcy Code; contact information for the specific person(s) the Debtors should contact regarding the Bid; written evidence of available cash, a financing commitment, and other evidence of ability to consummate the transaction; a covenant to cooperate on antitrust and regulatory analysis; a detailed analysis of the value of any non-cash component, with supporting documentation; and, to the extent a Bid includes VFS Assets and/or NFS Assets, a good-faith allocation of its Bid price as to such Assets.
• Only Qualified Bids will be considered by the Debtors in accordance with the Bidding Procedures.

Credit Bid

• Notwithstanding the foregoing, the Term Loan Secured Parties, NFS, and VFS shall be deemed Potential Bidders.
• Term Loan Credit Bid. The Term Loan Secured Parties are deemed to be Qualified Bidders with credit bid rights and may credit bid all or any portion of the outstanding debt owed in connection with the Assets that are Term Loan Collateral (as defined in the First Interim Cash Collateral Order [Docket No. 44]) up to and through the Auction in accordance with section 363(k) of the Bankruptcy Code; any such credit bid is deemed a Qualified Bid for all purposes. Such credit bid rights are subject, in all respects, to the rights of the Debtors and all other parties in interest to assert a Challenge with respect to, and otherwise object to, the Term Loan Liens and Term Loan Debt.
• VFS and/or NFS Credit Bid(s). Subject, in all respects, to the rights of the Debtors and all other parties in interest to object to or challenge the amount, validity, perfection, enforceability, priority, or extent of the liens and debt owed under the NFS Financing Agreement and VFS Financing Agreement, NFS and VFS are deemed to be Qualified Bidders with credit bid rights and may credit bid all or any portion of the outstanding debt owed in connection with the NFS Assets and VFS Assets, respectively, up to and through the Auction in accordance with section 363(k) of the Bankruptcy Code; any such credit bid is deemed a Qualified Bid for all purposes.

Good Faith Deposit

• A Bid must be accompanied by a good faith cash deposit of no less than ten percent (10%) of the Purchase Price (a "Deposit"), unless otherwise agreed to by the Debtors (in consultation with the Consultation Parties) and a Potential Bidder. The Deposit must be deposited prior to the Bid Deadline with an escrow agent selected by the Debtors (the "Escrow Agent") pursuant to an escrow agreement to be provided by the Debtors.
• To the extent a Qualified Bidder increases the Purchase Price before, during, or after the Auction, the Debtors reserve the right to require that the Qualified Bidder adjust its Deposit so that it equals ten percent (10%) of the increased Purchase Price.
• Within ten business days after the Auction (if any), the Debtors will direct the Escrow Agent to return the Deposits of all bidders, with any accrued interest, other than those of the Winning Bidder(s) and Back-Up Bidder(s). Within five calendar days after the Back-Up Bid Expiration Date, the Debtors will direct the return of the Back-Up Bidder(s)' Deposit(s), with any accrued interest. Upon the authorized return of any Deposit, the associated Bid will be deemed revoked and no longer enforceable.
• Each Winning Bidder's (or, if applicable, Back-Up Bidder's) Deposit will be applied against the Purchase Price upon consummation of the applicable Sale Transaction. A Qualified Bidder's Deposit will be forfeited to the Debtors if: (a) the Qualified Bidder attempts to modify, amend, or withdraw its Qualified Bid except as permitted or with the Debtors' prior written consent during the time it remains binding; or (b) the Qualified Bidder is selected as a Winning Bidder and fails to enter into the required definitive documentation or to consummate the applicable Sale Transaction.

Review of Bids; Designation of Qualified Bids

• The Debtors will evaluate all timely submitted Bids and may engage in negotiations with Potential Bidders as they deem appropriate in the exercise of their business judgment. The Debtors will determine, in their reasonable business judgment and in consultation with the Consultation Parties, which Bids qualify as Qualified Bids (each such Potential Bidder being a "Qualified Bidder") and will notify each Qualified Bidder as soon as commercially reasonable following the Bid Deadline.
• To the extent reasonably practicable, counsel to the Debtors will provide copies of the Bids received, or summaries of the material terms of each Qualified Bid, to the Consultation Parties at least one business day prior to the Auction.
• Without the Debtors' written consent, a Qualified Bidder may not modify, amend, or withdraw its Qualified Bid, except for proposed amendments to increase the Purchase Price or otherwise improve its terms. The Debtors reserve the right to work with any Potential Bidder in advance of the Auction to cure deficiencies in a Bid not initially deemed a Qualified Bid.
• In evaluating Bids, the Debtors, in consultation with the Consultation Parties, may consider the following non-binding and non-exclusive factors:
  • the assets and liabilities included in or excluded from the Bid, including any executory contracts or unexpired leases proposed to be assumed;
  • the value to be provided to the Debtors, including the net economic effect upon the Debtors' estates;
  • any benefit to the Debtors' estates from any assumption or waiver of liabilities;
  • the transaction structure and execution risk, including conditions to, timing of, and certainty of closing, termination provisions, availability of financing, financial wherewithal, and required governmental or other approvals;
  • the impact on employees;
  • the impact on trade creditors; and
  • any other factors the Debtors may reasonably deem relevant, consistent with their fiduciary duties.

Consultation Parties

• The "Consultation Parties" are: (a) the advisors to the Committee or any other statutory committee appointed in these Chapter 11 Cases; (b) counsel to the NAAG Client States; (c) the Term Loan Secured Parties; (d) NFS; (e) VFS; and (f) any other party the Debtors, in consultation with the Committee, deem appropriate. To the extent any Consultation Party submits a Bid for any Assets, that party's consultation rights shall terminate. The Term Loan Secured Parties, NFS, and VFS shall remain Consultation Parties unless and until they submit a credit bid, at which time their consultation rights will terminate.
• The Debtors are only required to reasonably consult with any Consultation Party, and no Consultation Party has any consent rights with respect to the Bidding Procedures.

Auction Details

• If two or more Qualified Bids for the same Assets are received by the Bid Deadline, the Debtors may, in their business judgment and after consultation with the Consultation Parties, conduct an Auction to determine the highest or otherwise best Qualified Bid. If fewer than two Qualified Bids are received with respect to any portion of the Assets, the Debtors shall not conduct the Auction with respect to such Assets.
• The Auction, if any, shall take place on June 23, 2026 at 9:00 a.m. (prevailing Central Time), or such other date as determined by the Debtors in consultation with the Consultation Parties, either (i) at the offices of Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700, Houston, TX 77002, (ii) virtually, or (iii) at such other location as selected by the Debtors. The Auction may be conducted via remote video or in person at the Debtors' election and will be conducted openly and transcribed or recorded.
• Only Qualified Bidders and their professionals will be eligible to attend and participate in the Auction. Professionals and/or other representatives of the Debtors, the Information Officer, and any of the Consultation Parties will be permitted to attend and observe. Each Qualified Bidder must confirm, both before and after the Auction, that it has not engaged in any collusion.
• Bidding will start with the highest or otherwise best purchase price and/or terms received as determined by the Debtors, in consultation with the Consultation Parties, and proceed in minimum bid increments to be later determined (a "Minimum Overbid Amount"). The Debtors reserve the right to increase or decrease the Minimum Overbid Amount at any time during the Auction. Qualified Bidders may increase their bids with cash, cash equivalents, or other forms of consideration.
• All Bids in the Auction will be made and received on an open basis, with the identity of each bidder placing a Bid fully disclosed to all participating bidders and all material terms of each successive Bid disclosed to all other bidders. Each Qualified Bidder will be permitted an appropriate amount of time, as reasonably determined by the Debtors, to respond to the previous Bid.
• The Debtors may identify the highest or otherwise best Qualified Bid(s) as the winning bid(s) (each a "Winning Bid," and the bidder(s) submitting such Bid(s), each a "Winning Bidder") and may identify the second highest or otherwise best Qualified Bid(s) as back-up bid(s) (each a "Back-Up Bid," and the bidder(s), each a "Back-Up Bidder").
• Back-Up Bid(s) will remain open and irrevocable until the earliest of: (a) the applicable "outside date" for consummation of the Sale Transaction(s) contemplated by the Winning Bid(s); (b) consummation of the Sale Transaction(s) with a Winning Bidder; and (c) release of such Back-Up Bid(s) by the Debtors in writing (such date, the "Back-Up Bid Expiration Date"). If a Sale Transaction with a Winning Bidder is terminated prior to the Back-Up Bid Expiration Date, the applicable Back-Up Bidder will be deemed the Winning Bidder for such asset(s) and obligated to consummate the Back-Up Bid as if it were the Winning Bid.
• Within one business day after the Auction, the Winning Bidder(s) will submit fully executed documentation memorializing the terms of the Winning Bid(s), and the Back-Up Bidder(s) will submit execution versions of the documentation memorializing the terms of the Back-Up Bid(s). Neither a Winning Bid nor a Back-Up Bid may be assigned without the consent of the Debtors, in consultation with the Consultation Parties.
• At any time before entry of an order approving any Sale Transaction, the Debtors reserve the right to reject a Qualified Bid that, in their judgment (and in consultation with the Consultation Parties), is (a) inadequate or insufficient; (b) not in conformity with the requirements of the Bankruptcy Code, the CCAA (if applicable), the Bidding Procedures, or the terms of the applicable Sale Transaction; or (c) contrary to the best interests of the Debtors and their estates.
• No later than one business day following the selection of one or more Winning Bidder(s), the Debtors will file with the Court and post on the website of their claims and noticing agent a notice of the Winning Bid(s), Winning Bidder(s), Back-Up Bid(s), and Back-Up Bidder(s), as applicable. The Debtors will not consider any Bids submitted after the conclusion of the Auction unless they determine in good faith, after consulting with the Consultation Parties, that their fiduciary duties require otherwise.

Assumption and Assignment

• The Debtors will notify Contract/Lease Counterparties to proposed Potential Assigned Contracts and Leases of proposed cure costs (the "Cure Costs") in the event the Debtors determine to assume and assign such contracts and leases in connection with the sale of any of the Assets. Nothing in the Bidding Procedures Order limits the Debtors' ability to negotiate partial assumption and/or assumption and assignment on a consensual basis.
• The Assumption and Assignment Notice will, among other things, (i) state that the Debtors are or may be seeking the sale, assumption, and assignment of the Potential Assigned Contracts and Leases; (ii) state that assumption or assignment is not guaranteed and is subject to designation by a Winning Bidder and Court approval; (iii) state the deadlines by which counterparties must file an Assumption and Assignment Objection; and (iv) state the date, time, and location of the Sale Hearing.
• Any objection to the proposed assumption and assignment of any Potential Assigned Contract or Lease, including as to the proposed Cure Costs or a Winning Bidder's ability to provide adequate assurance of future performance ("Adequate Assurance") (each, an "Assumption and Assignment Objection"), must: (i) be in writing; (ii) comply with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any order governing the administration of these Chapter 11 Cases; (iii) state with specificity the nature of the objection, including any alleged cure amount or required adequate assurance, with supporting documentation; (iv) be filed with the Court no later than 10 days after service of the Assumption and Assignment Notice (the "Assumption and Assignment Objection Deadline"); and (v) be served on the Objection Notice Parties.
• The Objection Notice Parties are: (i) proposed counsel to the Debtors, Vinson & Elkins LLP (Attn: Paul E. Heath and Sara Zoglman; and David S. Meyer and Jessica C. Peet); (ii) counsel to the Term Loan Agent, Alston & Bird LLP (Attn: James Vincequerra); (iii) the U.S. Trustee (Attn: Andrew Jimenez and Ha Nguyen); and (iv) counsel to the Committee, Willkie Farr & Gallagher LLP (Attn: James H. Burbage and Emma Karim).
• If a Contract/Lease Counterparty timely files an Assumption and Assignment Objection, the Winning Bidder has designated that it wishes to take assignment, and the parties cannot consensually resolve the dispute prior to the Sale Hearing, the objection will be resolved at the Sale Hearing, but the contract or lease will be assumed and assigned only upon satisfactory resolution, to be determined in the Winning Bidder's discretion. If not satisfactorily resolved, the Winning Bidder may determine that the contract or lease should not be assigned, in which case it will not be responsible for any Cure Costs or Adequate Assurance with respect thereto.
• At any time prior to the closing of any Sale Transaction, the Debtors may (i) supplement the Potential Assigned Contracts and Leases Schedule with executory contracts or unexpired leases inadvertently omitted; (ii) remove or add any Potential Assigned Contract or Lease; and/or (iii) modify the proposed Cure Costs. If the Debtors exercise these rights, they will promptly file, publish on the Case Website, and serve a Supplemental Assumption and Assignment Notice containing the same information as the Assumption and Assignment Notice.
• A counterparty listed on a Supplemental Assumption and Assignment Notice may file a Supplemental Assumption and Assignment Objection on the same bases, which must comply with the requirements above and be filed and served no later than the later of (i) the Assumption and Assignment Objection Deadline or (ii) seven calendar days following service of the Supplemental Notice. If timely filed, the Winning Bidder has designated it intends to take assignment, and the dispute cannot be consensually resolved, then, to the extent the Sale Hearing has occurred, the Debtors will seek an expedited hearing; the contract or lease will be assumed and assigned only upon satisfactory resolution, to be determined in the Winning Bidder's discretion.
• The inclusion of a Potential Assigned Contract or Lease on the Schedule does not obligate the Debtors to assume, or the Winning Bidder to take assignment of, any such contract or lease, nor does it constitute any admission that such contract or lease is executory or unexpired. Only those Potential Assigned Contracts and Leases included on a schedule of assumed and assigned contracts and leases attached to the definitive sale agreement with the Winning Bidder (including amendments in accordance with such agreement) will be assumed and assigned.
• Unless otherwise provided in the Sale Order, the Debtors will have no liability or obligation with respect to defaults relating to the Potential Assigned Contracts and Leases arising, accruing, or relating to a period on or after the effective date of assignment.

Sale Free and Clear

• If the Debtors elect to proceed with one or more Sale Transaction(s) under section 363 of the Bankruptcy Code, they will seek entry of an order (a "Sale Order") authorizing and approving, among other things, the Sale Transaction(s) in which some or all of the Assets will be sold to the applicable Winning Bidder(s) free and clear of all liens, claims, and encumbrances pursuant to section 363(f) of the Bankruptcy Code.
• If any party fails to timely file and serve an objection in accordance with the applicable deadlines, such party shall be barred from asserting any objection to the relief requested in the Motion or to the consummation and performance of the Sale Transaction(s), including the transfer of the Assets free and clear of all liens, claims, encumbrances, and other interests, and shall be deemed to "consent" for purposes of section 363(f) of the Bankruptcy Code.

Sale Hearing

• The Sale Hearing will be held on July 2, 2026 at 9:00 a.m. (prevailing Central Time), or at such other time as the Court may establish, and may be adjourned by the Court or the Debtors from time to time without further notice than by announcement in open court or the filing of a notice on the Court's docket. The Debtors may elect to seek approval of a Sale Transaction in advance of the Sale Hearing, in which case notice will be provided for alternative hearing dates and related timelines.
• Each Winning Bidder will appear at the Sale Hearing and be prepared to have a representative testify in support of its Winning Bid, the Winning Bidder's ability to close in a timely manner, and adequate assurance of its future performance under all executory contracts and unexpired leases to be assumed and assigned.
• Objections to any Sale Transaction (each, a "Sale Objection"), including any objection to (a) the sale of the Assets free and clear of all liens, claims, encumbrances, and other interests under section 363(f) of the Bankruptcy Code, (b) the conduct of the Auction and/or the Winning Bidder or Back-Up Bidder, or (c) entry of the Sale Order, must: (i) be in writing; (ii) state the name and address of the objecting party and the amount and nature of its claim or interest; (iii) state with particularity the basis and nature of the objection and provide proposed language that, if accepted, would obviate such objection; (iv) conform to the Bankruptcy Code, Bankruptcy Rules, and Local Rules; and (v) be filed with the Court and served on the Objection Notice Parties by the Sale Objection Deadline. Any party that fails to timely file and serve a Sale Objection will be forever barred from asserting any objection to the consummation of the applicable Sale Transaction.
• If applicable, Bitcoin Depot Inc., in its capacity as foreign representative, shall also seek issuance of a Canadian Sale Order by the Canadian Court in the Canadian Proceedings as soon as reasonably practicable following entry of the applicable Sale Order by the Court.

Regulatory and Governmental Matters

• To the extent assets being sold are regulated by a state governmental unit, the NAAG Client States reserve their right to object to any order approving a sale that does not contain language, or substantially similar language, providing that:
  • nothing in the order or the asset purchase agreement releases, nullifies, precludes, or enjoins the enforcement of any police or regulatory liability to a governmental unit that any entity would be subject to as the post-sale owner or operator of property after the date of entry of the order;
  • nothing in the order or the asset purchase agreement authorizes the transfer or assignment of any governmental license, permit, registration, authorization, or approval, or the discontinuation of any obligation thereunder, without compliance with all applicable legal requirements and approvals under police or regulatory law; and
  • nothing in the order divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret the order or to adjudicate any defense asserted under it.
• The Debtors will provide counsel to the NAAG Client States the location by state of each kiosk included in the proposed Sale Transactions and any contract or lease assumed and assigned relating to each kiosk.
• Within three business days of entry of the Bidding Procedures Order, the Debtors will send notice of the order, including all exhibits, to all customers of the Debtors by available email address, keeping confidential the names, addresses, email, and other information used for such notice. Kroll will certify service to this group using a general description, not information identifying specific individuals.

Reservation of Rights

• Subject to the Bidding Procedures Order and the Bidding Procedures, the Debtors, in the exercise of their reasonable business judgment, consistent with their fiduciary duties and applicable law, and in consultation with the Consultation Parties, shall have the right to, without limitation: (a) determine which bidders are Qualified Bidders; (b) determine which Bids are Qualified Bids; (c) determine which Qualified Bid is the highest or otherwise best offer; (d) designate Back-Up Bid(s); (e) reject any Bid determined to be inadequate or insufficient, not in conformity with the Bankruptcy Code, the Bidding Procedures, or the Bidding Procedures Order, or contrary to the best interests of the Debtors' estates and creditors; (f) impose other terms and conditions upon Qualified Bidders; (g) adjourn and/or cancel the Auction and/or Sale Hearing in open court without further notice; and (h) withdraw the Motion at any time with or without prejudice.
• The Debtors may modify the Bidding Procedures, including to (a) extend or waive deadlines or other terms and conditions; (b) adopt new rules and procedures for conducting the bidding and Auction process; or (c) otherwise modify the Bidding Procedures to further promote competitive bidding and maximize value, provided that such modifications do not conflict with or are not inconsistent with the Bankruptcy Code or any order of the Court.
• If a Consultation Party or the U.S. Trustee determines in good faith that any modification to the Bidding Procedures or the Bidding Procedures Order, or any adoption of new rules, procedures, or deadlines, would not be consistent with the Bankruptcy Code or any other order of the Court, it may file an objection with the Court, and no such modification or adoption shall become effective until such objection is resolved. The Debtors shall provide written notice of any modification to the Bidding Procedures to counsel to the Committee.
• Nothing in the Bidding Procedures Order or the Bidding Procedures obligates the Debtors to consummate or pursue any transaction with respect to any Asset with a Qualified Bidder. If the Debtors determine not to conduct an Auction, they shall file a notice with the Court of such determination within one business day of making it.
• Nothing in the Bidding Procedures requires the board of directors of the Debtors (or, as applicable, the Special Committee thereof) to take or refrain from taking any action with respect to the Bidding Procedures to the extent such governing body determines in good faith, after consultation with counsel, that doing so would be inconsistent with applicable law or its fiduciary obligations.

Key Dates

• Assumption and Assignment Objection Deadline: 10 days after service of the Assumption and Assignment Notice
• Bid Deadline: June 22, 2026 at 5:00 p.m. (prevailing Central Time)
• Auction (if any): June 23, 2026 at 9:00 a.m. (prevailing Central Time)
• Notice of Winning Bidder(s): June 24, 2026 at 5:00 p.m. (prevailing Central Time)
• Sale Objection Deadline: June 29, 2026 at 5:00 p.m. (prevailing Central Time)
• Sale Hearing: July 2, 2026 at 9:00 a.m. (prevailing Central Time)