Bitcoin Depot - Chapter 11 Plan Terms

Plan Terms

Overview

• The Bankruptcy Court approved the Debtors' First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation [Docket No. 570] (the "Combined Disclosure Statement and Plan") in its entirety and confirmed it under section 1129 of the Bankruptcy Code by order entered August 11, 2026, following the Combined Hearing held on August 10, 2026.
  • The Debtors commenced the Chapter 11 Cases on May 17, 2026 and filed the Combined Disclosure Statement and Plan on July 30, 2026.
  • The Disclosure Statement was approved on a final basis in all respects as containing information sufficient to satisfy the disclosure requirements of all applicable non-bankruptcy rules, laws, and regulations, including the Securities Act of 1933, and as containing "adequate information" as that term is defined in section 1125(a)(1) and used in section 1126(b)(2) of the Bankruptcy Code.
  • All objections to Confirmation or final approval of the Disclosure Statement that were not withdrawn, waived, or otherwise resolved prior to entry of the Confirmation Order were overruled on the merits, and any objections not filed and served by the Objection Deadline were deemed waived.
  • The documents contained in or contemplated by the Plan, including the Plan Supplement and other Plan Documents, are authorized and approved, and the terms of the Plan are incorporated by reference into and are an integral part of the Confirmation Order.
• The Plan is a liquidating plan proposed on a separate, debtor-by-debtor basis for each Debtor for both voting and distribution purposes, with the legitimate purpose of allowing the Debtors to distribute the proceeds from the sale of certain of the Debtors' Assets and conduct the Wind Down.
  • The Debtors and the Official Committee of Unsecured Creditors (the "Committee") support approval of the Combined Disclosure Statement and Plan and recommend that all Holders of Claims entitled to vote do so to accept.
  • The Plan and the Plan Supplement were negotiated in good faith and at arm's-length among the Debtors and their key stakeholders, including the Term Loan Secured Parties and the Committee.

Background

• As of the Petition Date, the Company owned and operated the largest network of Bitcoin ATMs ("BTMs" or "Kiosks") across North America, enabling customers to buy and sell Bitcoin using cash through one-way exchanges of cash-to-Bitcoin, and offered related software products supporting BTM operational capabilities as well as programs allowing customers to purchase Bitcoin in person and through the Bitcoin Depot mobile app (the "BD App").
  • The Company traces its origins to Lux Vending, LLC ("Lux"), a Georgia limited liability company founded by Brandon Mintz and formed on June 7, 2016, and solely owned and managed by BT Assets, Inc. In July 2021, Lux obtained a controlling interest in BitAccess Inc. ("BitAccess"), a Canadian corporation, via a business combination.
  • Lux and BT Assets subsequently entered into a transaction agreement with GSR II Meteora Acquisition Corp., a Delaware special purpose acquisition company formed in October 2021; the de-SPAC transaction closed on June 30, 2023, resulting in the formation of Bitcoin Depot, with Bitcoin Depot Operating LLC surviving as an indirect wholly-owned subsidiary.
  • As of December 31, 2025, the Company operated approximately 9,700 owned and leased Kiosks across 48 U.S. states, 10 Canadian provinces, and 6 Australian states, generating $613.6 million in revenue for the year ended December 31, 2025, or approximately 99.8% of total revenue.
  • The Company also operated BDCheckout, launched in June 2022 and available at approximately 16,300 retail locations across North America as of December 31, 2025; BitAccess, a BTM device and transaction processing system; Kutt, Inc., a peer-to-peer social betting platform acquired on February 27, 2026 for $4.5 million; and ReadyBucks, a business advance platform launched on March 10, 2026.
• Prior to the Petition Date, the Company faced significant legal, regulatory, and operational challenges:
  • Lawsuits and investigations from eleven state agencies generally alleging that certain of the Company's operating platforms were being used by third parties to perpetuate fraud in violation of federal and state statutes and anti-money laundering regulations, as well as actions initiated by various states, including Iowa and Massachusetts, alleging violations of state consumer protection, consumer safety, and consumer privacy regulations.
  • A voluntary information request by the Securities and Exchange Commission and an investigation by the Federal Trade Commission based on similar allegations.
  • Various private civil actions, including an arbitration award in favor of Cash Cloud, Inc. against BitAccess in the approximate amount of $18.5 million.
  • Several state and local governments have introduced or have pending legislation regarding cryptocurrency, digital or virtual currency, and cryptocurrency kiosks specifically.
  • In October 2025, the Company announced implementation of a Know Your Customer ("KYC") verification process requiring customers to provide identification before transacting for any amount at a Kiosk. Following implementation, revenues declined significantly in the fourth quarter of 2025 and the first quarter of 2026, including a decrease of $80.7 million, or 49.2%, for the first quarter of 2026 as compared to the first quarter of 2025, primarily due to lower transaction volume driven by a combination of regulatory impacts and enhanced compliance controls.
• The Company implemented a series of leadership changes ahead of the filing:
  • In November 2025, the Company announced a strategic leadership transition effective January 1, 2026, under which Brandon Mintz resigned as CEO and became Executive Chairman, Scott Buchanan succeeded Mr. Mintz as CEO, and Elizabeth Simer succeeded Mr. Buchanan as COO.
  • On February 13, 2026, Christopher Ryan resigned as Chief Legal Officer and Corporate Secretary and Philip Brown resigned as Chief Compliance Officer, both citing concerns about the Company's compliance practices. In March 2026, Mr. Buchanan resigned as CEO, Ms. Simer resigned as COO, and Mr. Mintz stepped down as Executive Chairman but remains a member of the Board.
  • In March 2026, the Board appointed Alex Holmes as CEO and Chairman of the Board, and Christopher Ryan shortly thereafter rejoined as General Counsel and Corporate Secretary. In April 2026, the Company retained Portage Point as financial advisor and, effective April 24, 2026, retained V&E as restructuring counsel. On May 13, 2026, the Board appointed Ivona Smith as an independent director, and on May 14, 2026, appointed Thomas Studebaker as Chief Restructuring Officer and approved the formation of the Restructuring Committee.
  • Ultimately, the new management team's assessment of the business caused the Company to take its BTMs offline and pause the majority of its operations to focus on asset monetization through a chapter 11 process for the benefit of all stakeholders.

Corporate Structure

• As of the Petition Date, the Company's organizational structure consisted of twenty-four Entities, with Bitcoin Depot as the publicly owned ultimate parent. Brandon Mintz remains the controlling shareholder, with the remaining shares owned by public shareholders.
  • Bitcoin Depot directly or indirectly owns 23 subsidiaries, 17 of which, together with Bitcoin Depot, are Debtors, including the borrower and each guarantor under the Term Loan Facility.
  • The non-Debtor entities are all foreign entities which, with the exception of non-Debtor AUS BTM Pty. Ltd., have few or no creditors and de minimis assets and operations. AUS BTM Pty. Ltd. owns approximately 140 Kiosks in Australia and is commencing a wind-down through an Australian insolvency proceeding, and the remaining non-Debtor entities have begun or will imminently begin liquidating and winding down in their respective jurisdictions.
  • The Company's Canadian subsidiaries are Debtors in these Chapter 11 Cases and commenced insolvency recognition proceedings in Canada following the filing.
  • Bitcoin Depot's subsidiaries are located in 9 countries including the United States, and the Company is winding down its foreign subsidiaries in parallel with its domestic operations to preserve value both domestically and abroad.

Prepetition Capital Structure

• The Debtors entered the Chapter 11 Cases with approximately $15,713,027 in principal amount of funded debt liabilities.
• Term Loan Facility ($13,338,000 principal outstanding; maturity December 2027):
  • Kiosk HoldCo LLC, a wholly-owned indirect subsidiary of Bitcoin Depot, is the borrower under the Term Loan Agreement, which provides for a term loan credit facility in the initial aggregate principal amount of $36,450,000. In connection with Amendment No. 2, the borrower was required to make a $7,000,000 prepayment applied to reduce the aggregate principal amount outstanding.
  • The obligations are purported to be secured by a first-priority lien on substantially all assets of Debtors Kiosk HoldCo LLC, HoldCo, Bitcoin Depot Operating, Intuitive Software LLC, Digital Gold Ventures Inc., BitAccess Inc., Mintz Assets, Inc., Express Vending Inc., and Kiosk Technicians, LLC.
  • The facility bears interest at 17.00% per annum and is scheduled to mature on December 15, 2027. As of the Petition Date, the Debtors' prepetition secured lender asserted approximately $13,338,000 in principal, $198,784 in accrued but unpaid interest, and a $3,100,000 exit fee (the "Exit Fee").
• Equipment Financing Agreements ($2,375,027 principal outstanding; maturities 2026 – 2027):
  • In 2023 and 2024, Debtor Bitcoin Depot Operating LLC, as successor to Lux Vending, LLC, became party to approximately ten equipment lease agreements with NFS Leasing, Inc. ("NFS") and five collateralized term loan agreements with VFS LLC ("VFS") to facilitate the lease or purchase of certain kiosks.
  • Pursuant to the Master Equipment Lease dated November 22, 2021, NFS extended loans and other financial accommodations to Lux Vending, LLC and asserts a security interest in, and lien on, certain collateral and all proceeds and products thereof (the "NFS Collateral").
  • Pursuant to the Master Equipment Finance Agreement dated June 29, 2021, VFS extended loans and other financial accommodations to Lux Vending, LLC and asserts a security interest in, and lien on, all Collateral and all proceeds and products thereof (the "VFS Collateral"). In connection with the VFS Financing Agreement, Bitcoin Depot entered into a corporate guaranty with VFS on December 12, 2023.
  • As of the Petition Date, aggregate principal outstanding totaled approximately $2,375,027, consisting of approximately $963,921 under the NFS Equipment Agreements and approximately $1,411,106 under the VFS Equipment Agreements.

Cash Collateral

• Prior to and immediately following the Petition Date, the Debtors and certain of their Advisors engaged in extensive arm's-length, good-faith negotiations with the Term Loan Secured Parties regarding the use of Cash Collateral, which the Bankruptcy Court authorized pursuant to the Cash Collateral Orders.
  • Access to Cash Collateral enabled the Debtors to, among other things, honor employee benefits and wages, procure goods and services, and fund general and corporate business needs and the administration of the Chapter 11 Cases.
  • Pursuant to the Interim Cash Collateral Orders, on May 21, 2026, the Debtors deposited $17,220,000 into the Adequate Protection Account, which funds are to be maintained in such account and not utilized by the Debtors or any other party except by further order of the Court.
  • On July 24, 2026, the Bankruptcy Court entered the Final Cash Collateral Order, authorizing the use of Cash Collateral through the Effective Date and attaching the Term Loan Settlement Term Sheet as Exhibit 1.
  • Under the Final Cash Collateral Order, if no Challenge is commenced by a party in interest (other than the Debtors and the Committee) prior to expiration of the Non-Debtor Challenge Period, the Debtors will distribute $14,018,139.60 to the Term Loan Secured Parties in partial satisfaction of the Term Loan Claims.
  • On the Effective Date, any Adequate Protection Claims — the superpriority administrative expense Claims under sections 503(b) and 507(b) granted to the Term Loan Secured Parties, subject and subordinate only to the Carve Out — shall be deemed waived and released.

Sale Process

• The Debtors conducted a sale process led by Hilco for the sale of substantially all of their Assets pursuant to the Bidding Procedures Order entered on June 10, 2026, which approved the Bidding Procedures, the form and manner of notice of the sale, Auction, and Sale Hearing, and the assumption and assignment procedures, and authorized the Debtors to implement and modify the Bidding Procedures subject to the order.
  • The Bidding Procedures Order provides that the Debtors will not sell state money-transmitter licenses or Bitcoin ATM customer information without further Court order, except for certain Kutt or ReadyBucks customer information to the extent permitted by applicable law and the Debtors' privacy policies.
  • On the Bid Deadline, the Debtors received several bids for Assets and, in consultation with the Consultation Parties, filed the Notice of Adjournment of Auction to allow more time to evaluate the bids submitted.
  • The Debtors thereafter conducted the Auction and designated Winning Bidders for certain of their Assets. On July 8, 2026 and July 10, 2026, the Bankruptcy Court entered four sale Orders approving sales of certain Assets. The Debtors continued to market their remaining Assets and evaluate further Bids, and on July 24, 2026, the Bankruptcy Court entered an additional six sale Orders approving the sale of various other Assets.
  • If applicable, Bitcoin Depot Inc., in its capacity as foreign representative, shall also seek an Order of the Canadian Court (the "Canadian Sale Order") recognizing and enforcing the Sale Order in Canada and approving the sale of the Canadian Assets to the applicable Winning Bidder(s) in accordance with the applicable binding purchase agreement(s).
• The Debtors have also sought to abandon certain Assets in connection with the rejection of executory contracts and unexpired leases pursuant to the Rejection Procedures.
  • Unless otherwise specified, all Assets not sold pursuant to the Sales Process or abandoned pursuant to the Rejection Procedures Order (other than the Non-Contributed Assets) will be contributed to the Liquidation Trust as part of the Liquidation Trust Assets.
  • All of the Debtors' rights and obligations under any 363 Asset Purchase Agreement or any transaction documents related to any 363 Asset Sale shall be assigned to and vest in the Liquidation Trust.

Settlement Terms

• Article V of the Plan describes the terms of the UCC Settlement, among the Debtors and the Committee, and the Term Loan Settlement, among the Debtors, the Term Loan Secured Parties, and the Committee.
  • On July 28, 2026, following arm's-length, good faith negotiations, the UCC Settlement Parties agreed to the terms of the UCC Settlement, which is incorporated into the Plan and includes, among other things, the Minimum Trust Funding, the funding of the Claims Reserve, the continued cooperation of the Specified Released Parties, a standstill by the Committee on any potential disputes, and the Committee's agreement to support confirmation.
  • On July 24, 2026, following arm's-length good faith negotiations, the Term Loan Settlement Parties agreed to the terms of the Term Loan Settlement and the Term Loan Settlement Term Sheet. The Term Loan Settlement — a negotiated compromise resolving any Challenge(s) or potential Challenge(s) by the Debtors and/or the Committee — is incorporated into the Plan and includes, among other things, payment of the principal and accrued interest under the Term Loan Debt, release of the remaining funds from the Adequate Protection Account, receipt of Series A Liquidation Trust Interests and Cash distributions in satisfaction of the remaining Term Loan Claims, and the Term Loan Secured Parties' agreement to support confirmation.
  • The Term Loan Settlement Amount is $500,000.
• Entry of the Confirmation Order constitutes the Bankruptcy Court's approval of the UCC Settlement and Term Loan Settlement as compromises and settlements pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding that each was negotiated at arm's length and in good faith, is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests, and is fair, equitable, and reasonable.
  • The settlements are within the reasonable range of possible litigation outcomes and are an essential element of the resolution of the Chapter 11 Cases.
  • If a UCC Settlement Party or Term Loan Settlement Party is in breach of the terms of the applicable settlement, the parties that are not in breach shall not be obligated to perform any obligations for the benefit of such breaching party.
  • Upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, issues, disputes, and controversies that were, or could have been, asserted in connection with the Debtors and the Chapter 11 Cases, except for those expressly preserved by the Plan and the Retained Causes of Action, which are being contributed to the Liquidation Trust.
  • After the Effective Date, the Liquidation Trust or the Liquidation Trustee may compromise and settle Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities without further notice to or action, order, or approval of the Bankruptcy Court.
• Cooperation Covenant: In exchange for the Debtor Releases, as of the Effective Date the Specified Released Parties — Brian Sweatt, Christopher Ryan, David Gray, and W. Alexander Holmes — shall, on reasonable advance notice from the Liquidation Trustee, reasonably cooperate with, support, and not obstruct the Liquidation Trustee in carrying out its obligations, including the prosecution of Retained Causes of Action.
  • The Cooperation Covenant requires the Specified Released Parties to reasonably support the Liquidation Trustee in investigating and prosecuting the Retained Causes of Action, including by providing general background knowledge about the Debtors and their books and records acquired through prior service, helping identify and obtain access to relevant documents, repositories, and systems, and participating in preparation for and the provision of witness testimony. The Liquidation Trustee shall reimburse necessary, reasonable, and documented out-of-pocket travel expenses upon submission of substantiating documentation, and shall reimburse other documented non-professional out-of-pocket expenses (such as printing, courier, or notary charges) that the Liquidation Trustee determines in good faith were reasonable and necessary.
  • The Liquidation Trustee shall work with the Specified Released Parties in good faith to minimize any interference with their personal and professional commitments or engagements and to minimize any expense to them on account of the Cooperation Covenant.
  • The Cooperation Covenant shall remain in effect for two years following the Effective Date; provided that, if the Liquidation Trustee asserts claims on the basis of the Retained Causes of Action within that period, the obligations shall continue with respect to such claims until they are fully and finally resolved through a final, non-appealable judgment or a binding settlement agreement.

Classification and Voting

• The Plan designates nine Classes of Claims and Interests.
  • Classes 1 and 2 are Unimpaired, and Claims in Classes 6 and 7 may be Unimpaired, satisfying section 1123(a)(2) of the Bankruptcy Code. Holders in Classes 1 and 2 are conclusively presumed to have accepted the Plan pursuant to section 1126(f).
  • Claims and Equity Interests in Classes 3, 4, 5, 8, and 9 are Impaired, and Claims in Classes 6 and 7 may be Impaired, satisfying section 1123(a)(3) of the Bankruptcy Code.
  • Classes 3, 4, and 5 are Impaired and, as established by the Voting Declaration, each of the Voting Classes voted to accept the Plan.
  • Classes 6, 7, 8, and 9 are Impaired and deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote; Holders of Claims and Equity Interests in such Classes will not receive or retain any property on account of their Claims or Interests. Holders in Class 6 (Intercompany Claims) and Class 8 (Intercompany Interests) are, at the election of the Liquidation Trustee, either Unimpaired and conclusively presumed to have accepted the Plan or Impaired and deemed to have rejected it; in either case they are not entitled to vote.
  • Although the Plan does not satisfy section 1129(a)(8) as to Classes 6, 7, 8, and 9, it is confirmable under section 1129(b): it does not discriminate unfairly and is fair and equitable, because no Holder of a Claim or Interest junior to those Classes receives or retains property on account of such junior Claim or Interest, no Holder in a senior Class receives more than 100% on account of its Claim, and similarly situated Holders receive substantially similar treatment irrespective of Class.

Treatment of Claims and Interests

• The Plan projects Term Loan Claims of $17,118,140 and Equipment Financing Agreement Claims of $2,375,027. Holders in Classes 1 and 2 are projected to recover 100% in Cash; Holders in Classes 3, 4, and 5 are projected to recover greater than 0%; and Holders in Classes 6 through 9 receive no recovery.
• Administrative Claims: Unless otherwise agreed, each Holder of an Allowed Administrative Claim (other than Professional Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28) will receive, in full and final satisfaction, Cash from the Claims Reserve equal to the unpaid amount of such Claim: (a) if Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when due or as soon as reasonably practicable thereafter); (b) if not Allowed as of the Effective Date, no later than 30 days after the order allowing such Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c) if based on liabilities incurred in the ordinary course of business after the Petition Date, in accordance with the terms of the particular transaction giving rise to such Claim without further action by the Holder; (d) at such time and upon such terms as may be agreed with the Debtors or the Liquidation Trustee; or (e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.
• Priority Tax Claims: Each Holder shall receive, at the option of the Debtors or the Liquidation Trustee, payment in full in Cash from the Claims Reserve on the Effective Date, or treatment otherwise consistent with section 1129(a)(9) of the Bankruptcy Code, unless the Holder agrees to less favorable treatment.
  • A Holder of an Allowed Priority Tax Claim will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with such Claim. Any such penalty Claim shall be classified as a General Unsecured Claim and treated under Article IV if not subordinated to General Unsecured Claims by order of the Bankruptcy Court, and the Holder shall not assess or attempt to collect such penalty from the Debtors, the Liquidation Trustee, the Liquidation Trust, or their respective property other than as a Holder of a General Unsecured Claim.
• Class 1 – Senior Priority Lien Claims (Unimpaired; presumed to accept): To the extent any such Claims are Allowed, and unless the Holder agrees to different treatment, each Holder shall receive on the Effective Date, or as soon as practicable thereafter, at the option of the applicable Debtor or the Liquidation Trustee: (i) payment in full in Cash from the Claims Reserve; (ii) the collateral securing its Claim; or (iii) such other treatment that renders its Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.
• Class 2 – Other Priority Claims (Unimpaired; presumed to accept): Each Holder shall receive, at the option of the Debtors or the Liquidation Trustee, payment in full in Cash from the Claims Reserve on the Effective Date, or treatment otherwise consistent with section 1129(a)(9) of the Bankruptcy Code, unless the Holder agrees to less favorable treatment.
• Class 3 – Term Loan Claims (Impaired; entitled to vote): The Term Loan Claims shall be Allowed in an amount agreed upon by the Term Loan Agent, the Debtors, and the Committee pursuant to the Term Loan Settlement, subject to any necessary approval of the Bankruptcy Court pursuant to Bankruptcy Rule 9019, which may be effectuated pursuant to the Confirmation Order.
  • In full and final satisfaction, compromise, settlement, release, and discharge of its Claim, each Holder shall receive on or before the Effective Date, or as soon as reasonably practicable thereafter, (i) the Term Loan Settlement Amount and (ii) Series A Liquidation Trust Interests.
• Class 4 – Equipment Financing Agreement Claims (Impaired; entitled to vote): Such Claims shall be Allowed in an amount equal to (i) $963,921 in principal with respect to NFS Financing Agreement Claims and (ii) $1,411,106 in principal with respect to VFS Financing Agreement Claims, plus in each case any accrued interest and any other reasonable fees, costs, or charges as may be agreed to by the Debtors or Allowed by a Final Order pursuant to section 506(b) of the Bankruptcy Code.
  • In full and final satisfaction, compromise, settlement, release, and discharge of its Claim, each Holder shall receive on the Effective Date, or as soon as reasonably practicable thereafter: (i) Cash equal to such Holder's applicable Equipment Financing Agreement Collateral Proceeds; and (ii) solely to the extent such Holder's Allowed Claims as of the Petition Date exceed the applicable Equipment Financing Agreement Collateral Proceeds (such claims, "Equipment Financing Agreement Deficiency Claims"), such Holder's Pro Rata share of Series B Liquidation Trust Interests.
• Class 5 – General Unsecured Claims (Impaired; entitled to vote): Each Holder shall receive on the Effective Date, or as soon as reasonably practicable thereafter, its Pro Rata share of the Series B Liquidation Trust Interests.
• Class 6 – Intercompany Claims (Unimpaired or Impaired at the Liquidation Trustee's election; not entitled to vote): On the Effective Date or as soon as reasonably practicable thereafter, Allowed Intercompany Claims shall, at the election of the Liquidation Trustee and subject to the orders of the CCAA Court in the Canadian Proceedings, be (a) Reinstated, (b) converted to equity, (c) otherwise set off, settled, distributed, contributed, cancelled, or released, or (d) otherwise addressed at the option of the Liquidation Trustee without any distribution, in each case in accordance with the Liquidation Trust Agreement.
  • No Intercompany Claim shall be entitled to vote or to receive a distribution under the Plan, and no Holder of an Intercompany Claim shall become a beneficiary of the Liquidation Trust.
• Class 7 – Subordinated Claims (deemed to reject): Holders shall not receive any distribution on account of such Claims, and all Subordinated Claims shall be discharged, cancelled, released, and extinguished as of the Effective Date and shall be of no further force or effect.
• Class 8 – Intercompany Interests (Unimpaired or Impaired at the Liquidation Trustee's election; not entitled to vote): On the Effective Date or as soon as reasonably practicable thereafter, Allowed Intercompany Interests shall, at the election of the Liquidation Trustee and subject to the orders of the CCAA Court in the Canadian Proceedings, be (a) Reinstated, (b) set off, settled, addressed, distributed, contributed, merged, cancelled, or released, or (c) otherwise addressed at the option of the Liquidation Trustee, without any distribution, in each case in accordance with the Liquidation Trust Agreement. No Holder of an Intercompany Interest shall become a beneficiary of the Liquidation Trust.
• Class 9 – Equity Interests (deemed to reject): Holders will not receive any distribution or property on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date and will be of no further force or effect.
• No distribution shall be made by the Disbursing Agent on account of an Allowed Claim if the amount to be distributed to the Holder on the applicable Distribution Date has an economic value of less than $250.

Governmental and Tax Claim Provisions

• Preservation of Police and Regulatory Powers: Nothing in the Plan, the Plan Supplement, or the Confirmation Order discharges, releases, precludes, or enjoins (a) any liability to a Governmental Unit that is not a "Claim" as defined in 11 U.S.C. § 101(5); (b) any Claim of a Governmental Unit arising on or after the Effective Date; (c) any liability to a Governmental Unit under police or regulatory statutes that any entity would be subject to as owner, permittee, or operator of property or a business arising after the Effective Date; or (d) any liability to a Governmental Unit on the part of any non-Debtor. Governmental Units may assert or enforce such liabilities outside the Bankruptcy Court, except to the extent of enforcing or collecting upon a monetary judgment against a Debtor arising from pre-Effective Date acts. Setoff and recoupment rights of Governmental Units are unaffected, and no tribunal is divested of jurisdiction it may otherwise have under police or regulatory law.
• State Regulatory Claims: Orders, judgments, or Claims held by a Governmental Unit against the Debtors, arising from actions before the Effective Date, and arising out of the enforcement of consumer protection laws, money transmitter licensure laws, or similar police and regulatory laws are not discharged, released, precluded, or enjoined by Confirmation; provided that any monetary amounts provided for therein shall be treated as Claims and paid as provided under the Plan (subject to the Liquidation Trustee's right to object), and such treatment shall not limit or otherwise affect any nonmonetary relief. Nothing limits the rights of Governmental Units as to any applicable surety bonds or financial assurance.
• Securities and Exchange Commission: No provision of the Plan or the Confirmation Order precludes the SEC from enforcing its police or regulatory powers, or enjoins, limits, impairs, or delays the SEC from commencing or continuing any claims, causes of action, proceedings, or investigations against any non-debtor person or entity in any forum. More generally, nothing limits or is construed to bar any Governmental Unit from pursuing any police or regulatory action, or relieves any party from compliance with licenses and permits issued by Governmental Units under non-bankruptcy law.
• Transfer or Discontinuance of Governmental Authorizations: Nothing 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 state law or regulations; provided that fines or other monetary penalties assessed against, or agreed to by, a Debtor in connection with such discontinuation arising from pre-Effective Date acts shall be treated as Claims and paid as provided under the Plan, subject to the Liquidation Trustee's right to object. No entity is relieved of any obligation to address or comply with information requests or inquiries from any Governmental Unit, to the extent reasonably practicable.
• Texas Taxing Authorities: Any Allowed Claims held by the Texas Taxing Authorities (the "Texas Tax Claims") shall be treated as Senior Priority Lien Claims.
  • Allowed Texas Tax Claims for tax years 2025 and prior shall be treated in accordance with Allowed Claims in Class 1, and Allowed Texas Tax Claims for 2026 taxes will be paid in the ordinary course as such taxes come due unless otherwise agreed by the Texas Taxing Authorities and the Liquidation Trustee. The Texas Tax Claims shall include pre- and post-petition interest as allowed under state law and the Bankruptcy Code.
  • The Liquidation Trustee shall maintain and continue to segregate the Texas Lien Segregated Account established in the Final Cash Collateral Order and, to the extent applicable, continue to segregate any sale proceeds attributable to the collateral subject to the Texas Tax Claims into that account upon the closing of a sale of such assets by the Liquidation Trust.
  • The Texas Taxing Authorities shall retain their asserted liens on the Texas Lien Segregated Account and/or the assets securing their asserted liens with the same validity, priority, and scope as existed as of the Petition Date until the claims are paid in full, and shall be notified if any assets subject to such liens are abandoned following the Effective Date.
  • Except with respect to any General Unsecured Claim, the Texas Taxing Authorities are not subject to Article VII(E)(3) of the Plan, and the Disbursing Agent is authorized and directed to pay any Allowed Texas Tax Claim under the $250 minimum distribution threshold.
• Texas Taxing Entities: Any liens asserted by Royse City ISD, McKinney ISD, Princeton ISD, Plano ISD, City of McKinney, City of Plano, City of New Hope, City of Josephine, City of Sherman, Collin County, and Collin College against the Debtors or their property on account of ad valorem taxes shall continue to exist with the same validity, priority, and scope as existed as of the Petition Date, and all rights of the Debtors and the Liquidation Trustee to object to the priority, validity, amount, and extent of any related liens or claims — as well as all rights and defenses under bankruptcy and non-bankruptcy law — are expressly reserved and preserved.
• IRS Provisions: Any Allowed Priority Tax Claims held by the Internal Revenue Service shall be paid in equal monthly payments within 5 years of the Effective Date, with interest from the Effective Date at the rate determined under applicable nonbankruptcy law pursuant to 11 U.S.C. §§ 1129(a)(9)(C) and 511, unless otherwise agreed by the IRS and the Liquidation Trustee. The IRS may pursue ordinary course collection remedies after the Effective Date for taxes for taxable years ending after the Petition Date.
• Texas Comptroller: The following provisions govern the treatment of the claims of the Texas Comptroller of Public Accounts:
  • Nothing in the Plan or Confirmation Order shall affect or impair the Comptroller's statutory or common law setoff rights under 11 U.S.C. § 553 or its rights to pursue any non-debtor third parties for any tax debts or claims, nor shall anything be construed to preclude the payment of interest on the Comptroller's Allowed Administrative Claims (if any).
  • To the extent interest is payable on any Allowed Administrative Claim or Allowed Priority Tax Claim of the Comptroller, the applicable interest rate shall be the statutory rate, currently 7.75% per annum. Interest on Allowed Priority Tax Claims shall accrue at that rate from the Effective Date until paid in full, and in the event of any default in payment, interest shall accrue at the statutory rate.
  • The Comptroller is not required to file a motion or application for payment of Administrative Claims; provided that it shall submit to the Liquidation Trustee any asserted Administrative Claim within 30 days after the Liquidation Trustee files the 2026 annual and 2026 final franchise tax returns on behalf of the Debtors and the Estates and provides notice of the same to counsel to the Comptroller.
  • The Comptroller's Allowed Priority Tax Claims will be paid in cash, in full, (a) upon allowance, (b) in equal monthly installments in accordance with section 1129(a)(9)(C) over a period ending not later than five years after the Petition Date, or (c) as otherwise agreed. The Comptroller preserves all available bankruptcy and state law remedies in the event of default of payment on any Allowed Claims.
• Governmental Unit Administrative Claims: Consistent with 11 U.S.C. § 503(b)(1)(D), a Governmental Unit shall not be required to file a request for payment of an expense described in 11 U.S.C. § 503(b)(1)(B) or (C) as a condition of its being an Allowed Administrative Claim.
• U.S. Trustee: All Statutory Fees becoming due prior to the Effective Date shall be paid by the Debtors on the Effective Date, and thereafter the Liquidation Trustee shall pay all Statutory Fees when due and file quarterly Post-Confirmation Reports. Each Debtor remains obligated to pay Statutory Fees until the earliest of its case being closed, dismissed, or converted to chapter 7. The U.S. Trustee is not required to file any Administrative Claim and shall not be treated as providing any release under the Plan.
• State Regulatory Claims Reconciliation: The Debtors, the Liquidation Trustee, and Holders of State Regulatory Claims agree to work in good faith and cooperate with each other to resolve disputes and reach agreements on Allowed State Regulatory Claim amounts and treatment thereof within five months after the Effective Date.
• VFS: VFS expressly reserves all rights with respect to asserting an Administrative Claim in connection with fifty-six (56) Bitcoin kiosks upon which VFS asserts a lien and which the Debtors are unable to locate in their records at this time. All rights and defenses of the Debtors and the Liquidation Trustee under any relevant agreement and bankruptcy and non-bankruptcy law are fully and expressly reserved and preserved with respect to any such Administrative Claims.

Plan Implementation and the Liquidation Trust

• The Plan, including the documents and agreements in the Plan Supplement, provides adequate and proper means for implementation, including: (a) the good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan; (b) appointment of the Liquidation Trustee; (c) the Wind Down; (d) to the extent necessary, the sale and abandonment of Assets by the Liquidation Trust; (e) the cancellation of certain existing securities, agreements, obligations, instruments, and Interests; (f) the release of Liens; (g) the continuation of existing director and officer liability insurance; (h) provisions governing distributions under the Plan; and (i) the general authority for the Debtors to take all actions necessary or appropriate to effectuate any transaction described in, approved by, or necessary or appropriate to effectuate the Plan, as set forth in Articles V, VI, and X.
  • The Plan Supplement consists of: (a) the Schedule of Retained Causes of Action; (b) a schedule identifying the Non-Contributed Assets; (c) the Liquidation Trust Agreement; (d) the Schedule of Retained Executory Contracts and Unexpired Leases; (e) the Liquidation Analysis; (f) a summary of the findings of the Investigation Subcommittee; (g) the identity of the Released Parties; (h) the identity of, and proposed compensation to be paid to, the Liquidation Trustee; and (i) the Term Loan Settlement Term Sheet.
• Liquidation Trust: On or prior to the Effective Date, the Liquidation Trust shall be established in accordance with the Liquidation Trust Agreement — approved in its entirety and substantially in the form filed with the Plan Supplement — for the purpose of liquidating the Liquidation Trust Assets, resolving all Disputed Claims, making all distributions to Holders of Allowed Claims, and otherwise implementing the Plan.
  • On the Effective Date, the Debtors shall fund the Liquidation Trust with the Minimum Trust Funding in accordance with Article V.G.2 of the Plan. Pursuant to the UCC Settlement (referred to in Article V.G.2 as the Committee Settlement), the Debtors shall fund the Liquidation Trust with no less than $550,000 in Cash and shall transfer to the Liquidation Trust the Retained Causes of Action against the Non-Released Parties, in each case for the benefit of the Liquidation Trust Beneficiaries. The condition precedent set forth in Article X.B.8 of the Plan regarding the Minimum Trust Funding may only be waived by the Committee.
  • Except as otherwise provided, on the Effective Date all Assets (other than the Non-Contributed Assets) not sold pursuant to the 363 Asset Sales, including all interests, rights, and privileges related thereto, in each Estate and all Causes of Action retained under the Plan shall vest in the Liquidation Trust, free and clear of all Claims, Liens, and encumbrances. On and after the Effective Date, the Liquidation Trust may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
  • The Non-Contributed Assets shall not vest in the Liquidation Trust, the Liquidation Trust shall have no ownership interest therein as of the Effective Date, and such assets are abandoned under section 554 of the Bankruptcy Code effective as of the Effective Date.
  • Series A Liquidation Trust Interests are the beneficial interests in the Liquidation Trust and rights with respect to the Liquidation Trust Assets to be distributed to Holders of Allowed Term Loan Claims; Series B Liquidation Trust Interests are those to be distributed on a Pro Rata basis to Holders of Allowed General Unsecured Claims and, if applicable, Holders of Allowed Equipment Financing Agreement Deficiency Claims.
  • Upon the Effective Date, the Debtors shall share with the Liquidation Trust all communications and documents subject to the attorney-client privilege, work product protection, or other applicable privilege, without waiver, and any privilege or immunity attaching to prepetition documents or communications relating to the Retained Causes of Action shall transfer to and vest in the Liquidation Trust. The Liquidation Trust is also vested with each Debtor's rights to conduct discovery and oral examinations under Bankruptcy Rule 2004. The Liquidation Trust shall not be considered a successor of any Debtor and shall not assume any obligations of any Debtor other than as expressly provided in the Plan and the Liquidation Trust Agreement. Holders of Allowed Claims and Interests have recourse solely to the assets of the Liquidation Trust.
  • The Debtors are obligated, at the Liquidation Trust's cost after the Effective Date, to preserve and provide to the Liquidation Trust all Information provided to Debevoise in connection with the Investigation and to Goodwin Procter LLP in connection with the special committee's investigation of the Debtors' compliance practices, complete and unredacted versions of the reports prepared by the Investigation Subcommittee, the special committee, and their counsel (which may be provided to the Liquidation Trustee and the Oversight Board on a confidential basis), all Information produced or ready to be produced in discovery, and such other Information relating to the Retained Causes of Action as the parties may agree; existing litigation holds remain in effect, and all Information transfers to the Liquidation Trust on the Effective Date.
  • The Liquidation Trustee, with the consent of the Liquidation Trust Oversight Board, is responsible for establishing the Liquidation Trust Assets Allocation apportioning Liquidation Trust Assets for distribution to Holders of Claims against each applicable Debtor; if the Oversight Board does not approve the allocation, the Liquidation Trustee may seek Bankruptcy Court approval, which becomes conclusive upon entry of a Final Order.
  • Without further notice or Bankruptcy Court order, the Liquidation Trustee may retain and rely upon advice of counsel, retain counsel on a contingent basis to pursue Retained Causes of Action, and obtain litigation financing or similar financing in the name of and on behalf of the Liquidation Trust, subject to approval by the Liquidation Trust Oversight Board. The Liquidation Trustee and its retained professionals are deemed exculpated and indemnified by each of the Debtors except for fraud, willful misconduct, or gross negligence, with any indemnification payable solely from Liquidation Trust Assets.
  • Except to the extent treated as one or more disputed ownership funds under Treasury Regulation § 1.468B-9, the Liquidation Trust is intended to be treated for U.S. federal income tax purposes as a liquidating trust under Treasury Regulation § 301.7701-4(d) and as a grantor trust, with the Liquidation Trust Beneficiaries treated as the grantors and deemed owners of the Liquidation Trust Assets.
  • The Liquidation Trust Agreement shall require that the Liquidation Trust terminate no later than five years after the Effective Date; provided that, if the Bankruptcy Court approves an extension based upon a finding that such extension is necessary for the Liquidation Trust to complete its liquidating purpose, the term may be extended one or more times for a finite period, with such approval required within six months of the beginning of the extended term.
• Powers of the Liquidation Trust: On and after the Effective Date, the Liquidation Trust shall be empowered to, among other things: (a) perform all actions and execute all agreements, instruments, and other documents necessary to implement the Plan; (b) accept, preserve, receive, collect, manage, invest, sell, liquidate, transfer, supervise, prosecute, settle, and protect the Assets vested in the Liquidation Trust; (c) review, reconcile, settle, or object to all Disputed Claims; (d) calculate and make distributions of the proceeds to Holders of Allowed Claims; (e) pursue Retained Causes of Action; (f) retain, compensate, and employ professionals; (g) file appropriate tax returns and other reports on behalf of the Liquidation Trust and pay taxes or other obligations owed by it; (h) file, to the extent reasonably feasible, appropriate tax returns on behalf of the Debtors and pay related taxes or obligations; (i) exercise such other powers as may be vested in it under the Plan or deemed necessary and proper by the Liquidation Trustee; (j) take such actions as are necessary or appropriate to close the Chapter 11 Cases; (k) dissolve the entities comprising the Debtors; and (l) undertake the Wind Down.
• Liquidation Trustee and Oversight Board: Thomas A. Pitta is appointed to serve as Liquidation Trustee in accordance with the Confirmation Order, the Plan, and the Liquidation Trust Agreement, and is authorized to take all actions necessary to establish, maintain, and administer the Liquidation Trust.
  • The Liquidation Trustee shall be selected by the Committee and shall be the successor to and representative of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The Liquidation Trust, acting through the Liquidation Trustee, shall be the sole representative of the Estates under section 1123(b)(3) with respect to the Liquidation Trust Assets, including the Retained Causes of Action.
  • The Liquidation Trustee shall have the sole power and authority to distribute the proceeds of the Liquidation Trust Assets to Liquidation Trust Beneficiaries in accordance with Article IV.B of the Plan and the Liquidation Trust Agreement, which also discloses the Liquidation Trustee's compensation.
  • The Liquidation Trust will be overseen by the Liquidation Trust Oversight Board, a four-member body with membership appointed by the Committee, one member of which will be the Term Loan Agent.
• Wind Down and Dissolution: The Wind Down is the process following the Effective Date for (i) making distributions pursuant to the Plan; (ii) pursuing, settling, or abandoning Causes of Action; (iii) implementing the Dissolution Transactions; and (iv) winding-down, dissolving, and liquidating the Estates.
  • On or after the Effective Date, each of the Debtors will be subject to a Dissolution Transaction. The equity or membership interests of each Debtor entity not subject to a Dissolution Transaction on the Effective Date will vest in the Liquidation Trust, and such entities will continue to exist after the Effective Date for the limited purpose of completing the Wind Down, following which they shall be dissolved by the Liquidation Trustee.
  • The Debtors anticipate that any proceeds received from the Sales Process, together with Cash on hand and any other funds to be generated from the Wind Down, should be sufficient to meet the obligations under the Plan without the need for further financial reorganization.
  • The Wind Down Budget, which shall be reasonably satisfactory to the Committee, governs the Liquidation Trust's resolution of all Disputed Claims, distributions to Holders of Allowed Claims, implementation of the Wind Down, and other implementation of the Plan.

Reserves and Escrows

• Professional Fee Escrow Account: On the Effective Date, the Debtors shall fund the Professional Fee Escrow Account with Cash equal to the Professional Claim Reserve Amount, to be maintained in trust solely for the benefit of the Professionals and not considered property of the Debtors' Estates or of the Liquidation Trust.
  • Allowed Professional Claims shall be paid in Cash to the Professionals by the Liquidation Trustee from the account as soon as reasonably practicable after such Claims are Allowed; once paid in full, any remaining amount shall promptly be irrevocably paid to the Liquidation Trust without further action or order of the Bankruptcy Court.
• Claims Reserve: The Claims Reserve — the reserve for payment of Allowed Administrative Claims (excluding Professional Fee Claims), Priority Tax Claims, Senior Priority Lien Claims, and Other Priority Claims — shall be held in trust in a segregated account by the Liquidation Trustee for distributions and/or payment in accordance with the Plan. Any Cash remaining after all applicable distributions and/or payments are made shall promptly be transferred to the Liquidation Trust without further action or order of the Bankruptcy Court.

Independent Investigation

• In connection with their restructuring and liquidation efforts, the Debtors appointed Alex Holmes and Ivona Smith to the Restructuring Committee — the special committee of the Board tasked with, among other things, advising the full Board on matters related to the evaluation of Bitcoin Depot's strategic alternatives and approving conflict matters — and appointed Ms. Smith to the Investigation Subcommittee thereof.
  • The Investigation Subcommittee is vested with authority to investigate, evaluate, and advise the Board on whether the Company holds any valuable claims or causes of action, including claims against current or former officers, directors, insiders, or third parties, and to make a final determination of appropriate action with respect to any such claims. It retained Debevoise & Plimpton LLP as independent counsel and Shannon Lee Beatty LLP as local and conflicts counsel.
  • The Investigation was conducted for purposes of identifying claims that should be preserved and assessing the appropriate scope of releases, if any, and does not constitute a final adjudication of liability, damages, solvency, or any other ultimate merits determination.
  • At the outset, Debevoise held numerous discussions with V&E and Company personnel to identify sources of documents and information, custodians, and witnesses of potential relevance, and made targeted information requests to the Company and Portage Point, including for board materials, financial information, internal communications, debt documents, and information concerning prepetition transactions. Debevoise collected hundreds of gigabytes of electronic documents and data from the Company and relevant document custodians, conducted targeted searches, and leveraged that material to conduct numerous witness interviews, which activities remain ongoing.
  • Debevoise also engaged in discussions with counsel to the Committee, providing documents, information, and rolling updates on the progress of the Investigation and receiving information from the Committee and its constituents.
  • On July 7, 2026, the Investigation Subcommittee filed the Notice of Filing of Identity of the Released Parties identifying the Released Parties and the Non-Released Parties. Upon conclusion of the Investigation, the Investigation Subcommittee made final recommendations regarding the Persons and Entities to be included as Released Parties, and its final recommendations and a summary of its conclusions, along with the identities of those deemed Released Parties, were included in the Plan Supplement. Those Persons and Entities not expressly determined by the Investigation Subcommittee to be Released Parties shall be Non-Released Parties.
• Committee Investigation: Because Holders of Allowed General Unsecured Claims will receive Series B Liquidation Trust Interests, the Committee conducted its own investigation into estate claims or causes of action and whether certain parties should be released, in order to help maximize the value of those interests.
  • The Committee Investigation helped identify valuable causes of action for the Liquidation Trustee and helped ensure that the Debtors would take a narrow approach to releases under the Plan.
  • The Committee worked closely with the Investigation Subcommittee and its advisors and believes the Investigation Subcommittee's recommendations with respect to which parties will be Released Parties and Non-Released Parties are appropriate and preserve valuable causes of action for the Liquidation Trust.

Retained Causes of Action

• In accordance with section 1123(b) of the Bankruptcy Code, the Liquidation Trust will retain and may enforce, as successors to the Debtors, any claims, demands, rights, and Causes of Action that any Estate may hold against any Person to the extent not satisfied, settled, and released under the Plan or otherwise, including the Retained Causes of Action identified on the Schedule of Retained Causes of Action; provided that the Liquidation Trust will not retain any Causes of Action assigned to a Purchaser in connection with the 363 Asset Sales, each of which are automatically and irrevocably waived and/or abandoned.
  • All Retained Causes of Action are reserved and preserved and shall not be impacted or affected in any way by deemed consolidation of the Estates. From and after the Effective Date, prosecution and settlement of all Retained Causes of Action shall be the sole responsibility of the Liquidation Trustee, who shall have standing and authority to pursue such claims in accordance with the best interests of the Liquidation Trust as its sole representative pursuant to section 1123(b)(3) of the Bankruptcy Code.
  • The Debtors' inclusion or failure to include any Cause of Action on the Schedule of Retained Causes of Action shall not be deemed an admission, denial, or waiver of any claims, demands, rights, or Causes of Action that the Debtors or Estates may hold against any Person; the Debtors intend to preserve all such claims as Retained Causes of Action, except as assigned to a Purchaser in connection with the 363 Asset Sales or otherwise specifically satisfied, settled, and released.
  • The Retained Causes of Action will not include any Acquired Assets or claims or Causes of Action released pursuant to the Plan or by separate agreement of the Debtors and approval of the Bankruptcy Court.
  • On the Effective Date, the Liquidation Trust or the Liquidation Trustee shall be deemed to be the same litigation party as the applicable Debtor and is authorized to be substituted as the party to any litigation to which the Debtors are a party, including pending contested matters and adversary proceedings, appeals of Bankruptcy Court orders, and state court or federal or state administrative proceedings or their equivalent in any other jurisdiction pending as of the Petition Date. Neither the Liquidation Trustee nor its professionals is required to give notice of such substitution.

Executory Contracts and Unexpired Leases

• On the Effective Date, the Plan serves as a motion under sections 365 and 1123(b)(2) of the Bankruptcy Code to reject all Executory Contracts and Unexpired Leases, other than the Retained Executory Contracts and Unexpired Leases, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, except for any Executory Contract or Unexpired Lease: (1) assumed by the Debtors and assigned to a Purchaser in connection with a 363 Asset Sale; (2) previously rejected or assumed by a Final Order; (3) subject to a separate motion or notice pursuant to the Rejection Procedures to assume or reject that is pending on the Effective Date; (4) subject to a motion or notice pursuant to the Rejection Procedures to reject with a requested effective date after the Effective Date; (5) that is a Retained Executory Contract or Unexpired Lease; or (6) that has previously expired or terminated pursuant to its own terms or by agreement of the parties.
  • Nothing in the Plan or Confirmation Order shall cause the rejection, breach, or termination of any contract of insurance (including the Insurance Contracts) benefiting the Debtors and the Estates, the Debtors' officers, managers and directors, the Liquidation Trustee, and/or the Liquidation Trust.
  • All rejected Executory Contracts or Unexpired Leases are rejected effective as of the earlier of (a) the Effective Date and (b) the date of rejection designated in the applicable Order or stipulation.
  • Unless otherwise ordered, all Proofs of Claim for rejection damages must be Filed in accordance with the Bar Date Order by the Rejection Damages Bar Date, which is the later of the General or Governmental Bar Date, as applicable, and 5:00 p.m. (prevailing Central Time) on the date that is 30 days after the effective date of rejection (and, for contracts rejected under the Plan, 30 days after service of the notice of the Effective Date). Any such Claim not timely Filed is automatically Disallowed, forever barred from assertion, and deemed fully satisfied, released, and discharged without further objection or order. All Allowed Claims arising from rejection shall be classified as General Unsecured Claims and treated in accordance with Article IV of the Plan.
  • To the extent any Insurance Contract provides for a self-insured retention on the part of any Debtor or its Estate, such self-insured retention shall be classified as a General Unsecured Claim and treated in accordance with Article IV.
  • Contracts and leases entered into or assumed after the Petition Date that are not assigned to a Purchaser or the Liquidation Trust are deemed repudiated as of the Effective Date, and a counterparty asserting that such repudiation constitutes a breach must File a Claim within 30 days of the Effective Date or have its rights forever satisfied, settled, released, and discharged. Nothing in the Plan or Plan Supplement constitutes an admission that any contract or lease is executory or unexpired, and if a dispute arises on that question, the Debtors or Liquidation Trustee have 45 days following entry of a Final Order resolving it to alter their treatment of the contract or lease.
  • On the Effective Date, the Debtors' rights under and to each Insurance Contract shall automatically vest in the Liquidation Trust without necessity for further approvals or orders.
• On June 9, 2026, the Bankruptcy Court entered the Rejection Procedures Order approving procedures for the rejection of the Debtors' executory contracts and unexpired leases and the abandonment of personal property in connection therewith. On June 10, 2026, the Debtors filed six Omnibus Rejection Notices, each accompanied by a schedule listing the contracts and/or personal property proposed to be rejected and/or abandoned and the effective date of such rejection or abandonment. The Debtors are continuing to evaluate the potential rejection of additional executory contracts and unexpired leases and the abandonment of additional personal property in their business judgment.

Cancellation of Securities and Release of Liens

• On the Effective Date, except as otherwise provided, all notes, instruments, certificates, credit agreements, indentures, and other documents evidencing Claims or Interests (including the Term Loan Documents, Equipment Financing Agreements, and Equity Interests), and any Equity Interests not represented by certificates or other instruments, shall be deemed canceled and surrendered, and the obligations of the Debtors thereunder released, discharged, deemed satisfied in full, canceled, and of no force or effect against the Debtors or the Liquidation Trust without further action. Holders of or parties to such canceled instruments will have no rights arising from or relating to such instruments or their cancellation, except the rights provided for pursuant to the Plan.
  • Notwithstanding the foregoing, the Term Loan Documents and Equipment Financing Agreements shall continue in effect as between all non-Debtors to permit: (a) Holders of Term Loan Claims and Equipment Financing Agreement Claims to receive their respective distributions; (b) the respective agents or trustees to assert any charging or similar liens or future claims against the Liquidation Trustee and the Liquidation Trust for indemnification obligations, and to make distributions on account of the Allowed Claims and deduct therefrom reasonable compensation, fees, and expenses; (c) preservation of the Term Loan Agent's exercise of its rights, claims, causes of action, and interests as against any money or property distributable to Holders of the applicable Term Loan Claims, including enforcement of payment priority rights; and (d) the Term Loan Agent to enforce any obligation owed to it under the Plan.
  • Except as otherwise provided in the Plan or in any contract, instrument, release, or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date all mortgages, deeds of trust, Liens against, security interests in, or other encumbrances or interests in property of any Estate (including the Liquidation Trust) shall be deemed fully released and discharged.
  • Pursuant to section 1146(a) of the Bankruptcy Code, no document recording tax, stamp tax, conveyance fee, intangibles or similar tax, real estate transfer tax, sale or use tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or regulatory filing or recording fee shall apply to transfers by the Debtors to the Liquidation Trust, sales by the Liquidation Trust to liquidate and convert assets to Cash, section 363 sales to the extent title transfers after the Confirmation Date, the making or assignment of any lease or sublease, the Dissolution Transactions, or the making or delivery of any deed or other instrument of transfer under or in furtherance of the Plan.

Governance

• As of the Effective Date, the term of the current members of the boards of directors, boards of managers, or executive committee of the Debtors shall expire automatically, and each person serving as a director or manager shall be removed and deemed to have resigned and cease to serve automatically.
  • Consistent with the Plan, each of the Estates will vest in the Liquidation Trust effective as of the Effective Date, and the Liquidation Trustee shall automatically be appointed as the sole director and sole officer of the Debtors and their non-Debtor subsidiaries and shall succeed to the powers of such Debtors' directors, managers, and officers.
  • Any and all powers of the Debtors' officers, managers, directors, members, employees, or other persons to act as an authorized signatory on behalf of the Debtors shall vest in the Liquidation Trustee, who may act as a signatory on behalf of the Debtors and the Liquidation Trust.
• The Debtors have made arrangements to continue their current fiduciary liability policy through the purchase of the D&O Tail Coverage for the six-year period from and after the Effective Date, for the benefit of any person serving or having served as one of the Debtors' directors, officers, managers, or employees at any time prior to the Effective Date, and have fully paid the premium for such insurance.
  • Any and all directors and officers liability insurance and fiduciary liability insurance (including all D&O Liability Insurance Policies) in existence as of the Effective Date shall be continued in accordance with its terms and, to the extent applicable, shall be deemed assumed by, or otherwise transferred to, the Liquidation Trust pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date.
• On the Effective Date, the Committee and any other statutory committee appointed in the Chapter 11 Cases shall dissolve, and members thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases, except in connection with applications for compensation and objections thereto. Under Article XV.Q of the Plan, the dissolution also carves out obligations under any applicable confidentiality agreements, motions or actions seeking enforcement or implementation of the Plan or the Confirmation Order, and prosecuting or participating in any appeal of or request for reconsideration of the Confirmation Order.

Releases, Exculpation, and Injunction

• Debtor Releases (Article IX.B): On the Effective Date, each Released Party is deemed released by the Debtors and their Estates from any and all claims and Causes of Action, whether known or unknown, including derivative claims, asserted or assertable on behalf of the Debtors or the Estates, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Term Loan Facility, the Equipment Financing Agreements, the Debtors' in- or out-of-court restructuring efforts, any Avoidance Actions (excluding Avoidance Actions brought as counterclaims or defenses to Claims actually asserted and pursued against the Debtors), intercompany transactions, the Chapter 11 Cases, the Canadian Proceedings, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Plan, the Cash Collateral Orders, the Plan Supplement, or any 363 Asset Sale or related document, the pursuit of Confirmation and consummation, the Sales Process, the administration and implementation of the Plan or the distribution of property thereunder, or any other related act or omission, transaction, agreement, event, or occurrence taking place on or before the Effective Date.
  • The Debtor Releases do not release: (a) any post-Effective Date obligations of any Person or Entity under the Plan, any 363 Asset Sale Transaction Documents, or any document, instrument, or agreement executed to implement the Plan or any 363 Asset Sale; (b) any Non-Released Party; or (c) any Person or Entity from any claim or Causes of Action related to an act or omission determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence.
  • Only those Parties or Entities recommended by the Investigation Subcommittee to be a Released Party are eligible to receive a release, with such determinations and a summary of the Investigation Subcommittee's findings included in the Plan Supplement. Any Person or Entity as to which the Investigation Subcommittee recommends that no releases be granted shall be deemed a Non-Released Party.
  • The Debtor Releases are granted in exchange for the good and valuable consideration provided by the Released Parties, including the Cooperation Covenant; the Debtors satisfied the business judgment standard as to their propriety; and they are a necessary and integral part of the Plan.
  • The Debtor Releases are "fair and equitable" and "in the best interests of the estate" and of Holders of Claims and Interests considering: (a) the probability of success in litigation of the released claims and Causes of Action given uncertainty in fact and law; (b) the complexity and likely duration and expense of litigating them; and (c) the arm's-length negotiations that produced the settlements embodied in the Plan, including the UCC Settlement and Term Loan Settlement. They are additionally: (x) a good-faith settlement and compromise of the released claims; (y) given and made after due notice and opportunity for hearing; and (z) a bar to any of the Debtors, the Liquidation Trust, or the Liquidation Trustee, or any other entity on behalf of the Debtors' Estates, asserting any released claim or Cause of Action.
• Third-Party Releases (Article IX.C): Upon and as of the Effective Date, each Releasing Party (other than the Debtors and the Estates) releases each Debtor, the Estates, and each other Released Party from any and all claims and Causes of Action, whether known or unknown, including derivative claims asserted on behalf of the Debtors and the Estates, arising from the same subject matter described above with respect to the Debtor Releases.
  • The Releases provide finality for the Debtors, the Liquidation Trust, the Liquidation Trustee, and the Released Parties regarding the parties' respective historic relationships with the Debtors, obligations under the Plan, and with respect to the Liquidation Trust.
  • The Releases are (a) consensual; (b) specific in language; (c) integral to the Plan; (d) a condition of the settlements embodied in the Plan; (e) in exchange for good and valuable consideration provided by the Released Parties; (f) not violative of the Bankruptcy Code or any applicable non-bankruptcy law; and (g) a bar to any of the Releasing Parties asserting any released claim or Cause of Action.
  • The Releases are consensual because all Releasing Parties were provided with extensive and sufficient notice of the Chapter 11 Cases, the Plan, the deadline to object to Confirmation, the process for opting out, and the consequences for failing to timely do so, and were properly informed that the Plan contained release provisions that could affect their rights. They are sufficiently specific as to put the Releasing Parties on notice of the nature of the released claims and Causes of Action and are appropriately tailored under the facts and circumstances of the Chapter 11 Cases.
  • The Ballots unambiguously stated that the Plan contains the Releases, set forth their terms, and provided the option for Holders in the Voting Classes to opt out. The Notice of Non-Voting Status was transmitted to all Holders in Classes 1, 2, 6, 7, 8, and 9 and unambiguously stated that the Plan contains the Releases, set forth their terms, and explained how to object; for the Opt-Out Classes, it detailed the process by which Holders could opt out, including by submitting an Opt-Out Form or opting out electronically through the Debtors' case website. The Confirmation Hearing Notice included the terms of the Releases, an explanation of how to object, and advised careful review of the release, exculpation, and injunction provisions, emphasizing in bold and capitalized typeface that any party opposing the Plan should timely file an objection.
  • The Releases are conspicuous and emphasized with boldface type in the Combined Disclosure Statement and Plan, the Ballots, the Opt-Out Form, the Notice of Non-Voting Status, and the Confirmation Hearing Notice. They are integral to the Plan because they facilitated participation in both the formulation of the Plan and the chapter 11 process generally and were critical in incentivizing the parties to support the Plan, offering certain protections to parties that participated constructively in the process.
• Opt-Out of Non-Debtor Releases: Notwithstanding anything in the Plan and Confirmation Documents giving effect to releases:
  • Governmental Units are deemed to have opted out of the releases contained in Article IX.C of the Plan (the "Non-Debtor Releases").
  • All individuals that used the Debtors' cryptocurrency services or products as a consumer, including without limitation the Debtors' Bitcoin ATM machines or kiosks, before the Effective Date are deemed to have opted out of the Non-Debtor Releases with respect to any claims arising out of such use, regardless of whether the individual filed a Proof of Claim.
  • Holders of State Regulatory Claims shall be deemed to opt out of the Non-Debtor Releases and any injunction or provision enforcing or giving effect thereto, regardless of whether or how such Holders voted on the Plan.
• Released Parties, Releasing Parties, and Non-Released Parties:
  • "Released Parties" means, each solely in its, his, or her capacity as such and to the extent permitted by applicable law (but excluding the Non-Released Parties): (a)(i) the Debtors; (ii) the Estates; (iii) each Debtor's current and former directors, and each Debtor's managers, officers, and employees in each case as of the Petition Date and solely to the extent such parties are individuals, the Investigation Subcommittee, the Restructuring Committee, the Chief Restructuring Officer, and the Information Officer; (b) the Committee and its members solely in their capacity as such; and (c) all retained Professionals in the Chapter 11 Cases, including Professionals retained by the Debtors and their Estates, the Committee, and the Investigation Subcommittee; provided that an Entity shall not be a Released Party if it (x) elects to opt out of the Article IX releases or (y) timely objects to those releases and such objection is not resolved before Confirmation. No Non-Released Party shall be a Released Party or receive a release under the Plan.
  • "Releasing Parties" means, each solely in its capacity as such: (a)(i) the Debtors and (ii) the Estates; (b)(i) all Holders of Claims and Interests that vote to accept the Plan but do not opt out; (ii) all Holders whose vote is solicited but that do not vote either to accept or reject and do not opt out; (iii) all Holders presumed to accept that do not opt out; (iv) with respect to the foregoing parties in clauses (b)(i)–(iii), each of such Entity's current and former Affiliates; (v) with respect to the foregoing parties in clauses (b)(i)–(iv), each of such Entity's Related Party for which such Entity is legally entitled to bind such Related Party under applicable law; and (c)(i) the members of any statutory committee appointed in the Chapter 11 Cases, solely in their capacity as members (and not in their individual capacities) and (ii) such committee's Professionals, in each case solely with respect to Claims and Causes of Action held in such capacity.
  • "Non-Released Parties" means (a) Brandon Mintz; (b) C. Scott Buchanan; (c) each Debtor's former managers, officers, and employees in each case prior to the Petition Date; and (d) any Entity or Person that is not a Released Party.
• Exculpation (Article IX.D): No Exculpated Party shall have or incur liability for, and each is exculpated from, any Cause of Action for any claim related to any act or omission taking place between the Petition Date and the Effective Date in connection with, relating to, or arising out of the Chapter 11 Cases, the Canadian Proceedings, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Plan, the Cash Collateral Orders, the Plan Supplement, or any 363 Asset Sale or related document, the pursuit of Confirmation and consummation, the Sales Process, the administration and implementation of the Plan, or the distribution of property thereunder, except for claims related to any act or omission determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence; provided that such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities.
  • "Exculpated Parties" means, each in their respective capacities as such: (a) the Debtors; (b) the Investigation Subcommittee; (c) the Committee; and (d) the members of the Committee and any other statutory committee appointed in the Chapter 11 Cases.
  • The Exculpation is appropriate under applicable law, including In re Highland Capital Mgmt, L.P., 48 F.4th 419 (5th Cir. 2022), because it was proposed in good faith and is appropriately limited in scope. The Exculpated Parties reasonably relied upon the Exculpation provisions as a material inducement to engage in postpetition work for the Debtors that culminated in the Plan, and the record supports that the Exculpation is appropriately tailored to protect the Exculpated Parties from unnecessary litigation and contains appropriate carve-outs.
• Injunction (Article IX.E): Except as expressly provided in the Plan, for Claims or Causes of Action preserved by a Holder that timely opted out of the Releases, or for obligations issued or required to be paid under the Plan or Confirmation Order, all Holders of Claims and Interests that are treated under the Plan or barred by exculpation are enjoined, from and after the Effective Date until the Estates' remaining property has been liquidated and distributed and the Plan fully administered, from (1) commencing or continuing any suit, action, or proceeding on account of such Claims or Interests; (2) enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; (3) creating, perfecting, or enforcing any Lien or encumbrance; (4) asserting any right of setoff or subrogation absent a motion Filed on or before the Effective Date; or (5) commencing or continuing any action or proceeding of any kind, in each case against the Debtors, the Exculpated Parties, or the Released Parties.
  • The injunction is necessary to implement, preserve, and enforce the Debtor Releases, the Releases, and the Exculpation and, by extension, the compromise and settlement upon which the Plan is founded, and is narrowly tailored to achieve this purpose.
  • Gatekeeping: No Person or Entity may commence or pursue a claim or Cause of Action of any kind against an Exculpated Party relating to or reasonably likely to relate to any act or omission subject to Article IX without the Bankruptcy Court (a) first determining, after notice and a hearing, that the claim represents a colorable claim of any kind — including negligence, bad faith, criminal misconduct, willful misconduct, fraud, or gross negligence — that has not been exculpated, released, or otherwise barred, and (b) specifically authorizing that Person or Entity to bring the claim. The Bankruptcy Court may require the movant to file a proposed complaint satisfying Federal Rules of Civil Procedure 8 and 9 for its assessment, and any subsequent amendment adding claims not in the authorized complaint requires further authorization. The Bankruptcy Court has sole and exclusive jurisdiction to determine colorability and, to the extent legally permissible, jurisdiction to adjudicate the underlying claim; provided that no claim may be asserted, commenced, or pursued against the Information Officer or any Related Party thereto without leave of the CCAA Court.
• All discharge, injunction, release, and exculpation provisions set forth in the Plan, including those contained in Article IX, are approved and shall be effective and binding on all Persons and Entities to the extent provided therein. For the avoidance of doubt, the right of any party to object to any Professional Claim, subject to applicable objection deadlines, is preserved.
• Article IX.F of the Plan, entitled "Protections Against Discriminatory Treatment," is deleted.

Conditions Precedent and Consummation

• The Debtors are authorized to consummate the Plan at any time after entry of the Confirmation Order, subject to satisfaction or waiver in accordance with Article X.C of the conditions precedent to the Effective Date set forth in Article X.B. Each of those conditions has been or is reasonably likely to be satisfied or waived.
• Conditions to Confirmation include entry of an Order approving the adequacy of the Combined Disclosure Statement and Plan and that the Combined Disclosure Statement and Plan shall not have been materially amended, altered, or modified from the version as Filed unless made in accordance with its terms.
• Conditions to the Effective Date include, among others:
  • The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan and each of the other transactions contemplated therein.
  • The Bankruptcy Court shall have entered the Confirmation Order, which is not subject to any stay and has been recognized by the CCAA Court.
  • The Professional Fee Escrow Account shall have been established and fully funded with Cash in an amount equal to the Professional Claim Reserve Amount.
  • The Claims Reserve shall have been established and fully funded with Cash in an amount equal to the Claims Reserve Amount.
  • The Combined Disclosure Statement and Plan and all documents in the Plan Supplement shall not have been materially amended, altered, or modified from the versions confirmed unless made in accordance with the applicable terms.
  • The Debtors shall have Filed final versions of all schedules, documents, and exhibits in the Plan Supplement.
  • The foregoing conditions shall have been satisfied on or before August 14, 2026, unless waived by the Debtors in consultation with the Committee.
  • The Liquidation Trust shall be funded in Cash with the Minimum Trust Funding; this condition may only be waived by the Committee.
• The conditions to Confirmation and/or consummation may be waived by the Debtors, in consultation with the Committee, without notice, leave, or Order of the Bankruptcy Court.
• The "Effective Date" is the Business Day, as determined by the Debtors in consultation with the Committee, as soon as reasonably practicable after all conditions precedent have been satisfied or waived, but in no event later than 30 days after the Confirmation Date. "Substantial Consummation," as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date, and on the Effective Date the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.

Modification, Revocation, or Withdrawal

• Subject to the terms of the Plan and without need for further order or authorization of the Bankruptcy Court, the Debtors or Liquidation Trustee are authorized and empowered to make any and all modifications to Plan Documents that are necessary to effectuate the Plan, do not materially modify the terms of such documents, and are consistent with the Plan.
• Subject to the restrictions and requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and the Plan, the Debtors and Liquidation Trustee reserve their respective rights prior to the Effective Date to withdraw, alter, amend, or modify the Plan materially with respect to such Debtor or the Liquidation Trust and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to alter, amend, or modify the Plan, remedy any defect or omission, or reconcile any inconsistencies in the Plan or the Confirmation Order as may be necessary to carry out its purposes and intent.
  • Except as otherwise specifically set forth in the Plan, the Debtors reserve the right, in consultation with the Committee, to modify the Combined Disclosure Statement and Plan, whether materially or immaterially, and to seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified plan.
  • The Debtors also reserve the right, in consultation with the Committee, to revoke or withdraw the Combined Disclosure Statement and Plan as to any individual Debtor, combination of Debtors, or all of the Debtors prior to the Confirmation Date and to File subsequent plans of reorganization or liquidation or disclosure statements. Revocation or withdrawal with respect to one or more Debtors shall not require resolicitation with respect to the remaining Debtors.

Ancillary Canadian Proceedings

• On May 22, 2026, Bitcoin Depot, in its capacity as foreign representative, commenced an ancillary proceeding in Canada on behalf of the Debtors' estates, including the estates of Debtors Digital Gold Ventures Inc., BitAccess Inc., and Express Vending Inc. (the "Canadian Debtors"), under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) in order to, among other things, protect the Debtors' assets in Canada.
  • Alvarez & Marsal Canada Inc. was appointed by the Canadian Court as the information officer in the Canadian Proceedings.
  • On June 11, 2026, the Canadian Court granted the Canadian Debtors' requests to recognize and give effect in Canada to subsequent orders entered by the U.S. Court, including the Bidding Procedures Order and the Rejection Procedures Order.

Case Administration

• In addition to the Cash Collateral Motion, upon commencement of the Chapter 11 Cases the Debtors filed various motions seeking authority to, among other things: (a) continue using the Debtors' existing cash management system; (b) pay certain prepetition Claims owed to employees and on account of employee benefit programs and to continue offering employee benefit programs postpetition; and (c) pay certain vendor Claims in the ordinary course of business. The Bankruptcy Court granted the relief sought on May 19, 2026, and subsequently granted such relief, and other relief, on a final basis on June 9, 2026.
• On May 28, 2026, the U.S. Trustee appointed the Committee [Docket No. 101]. The six members are Cash Cloud, Inc., WPS Kiosk Partners LLC, Loomis Armored US, LLC, OptConnect, Inc., Legacy Vending Fund I, LLC, and Bibbeo. The Committee has proposed to retain Willkie Farr & Gallagher LLP as legal counsel and Berkeley Research Group, LLC as its financial advisor.
• Pursuant to the Bar Date Order entered June 25, 2026, the General Bar Date was July 21, 2026 at 5:00 p.m. (prevailing Central Time) and the Governmental Bar Date is November 23, 2026 at 5:00 p.m. (prevailing Central Time). The Amended Schedules Bar Date is the later of the applicable General or Governmental Bar Date and 21 days after notice of a previously unfiled Schedule or amendment.
• Requests for payment of Administrative Claims arising on or after the Petition Date and before the Effective Date (other than Professional Claims and Statutory Fees) must be Filed and served on the Liquidation Trustee no later than 30 days after the Effective Date, or the Holder is forever barred, estopped, and enjoined from asserting them; objections to such requests are due 60 days after the Effective Date. Final requests for payment of Professional Claims must be Filed no later than 45 days after the Effective Date, with objections due 21 days after filing. The Claims Objection Deadline is the later of 180 days after the Effective Date (subject to extension), 90 days after the Filing of a Proof of Claim, or such other period fixed by the Plan, the Confirmation Order, the Bankruptcy Rules, or a Final Order.

Distributions and Claims Administration

• All distributions shall be made by the Disbursing Agent, which is empowered to effect all actions and execute all documents necessary to perform its duties, make all distributions, employ professionals, and exercise such other powers as are vested in it, and which shall have no liability absent gross negligence or willful misconduct. The Disbursing Agent is not required to post a bond unless ordered, and the cost of any such bond is borne by the Liquidation Trust.
• The Distribution Record Date is 5:00 p.m. Central Time on the Confirmation Date; the Claims Register closes on that date and the Disbursing Agent is authorized to recognize only record Holders as of that time, with limited accommodation for transfers made 20 or fewer days before the Distribution Record Date.
• Distributions returned as undeliverable will be held until the Holder's current address is determined, and become unclaimed property under section 347(b) of the Bankruptcy Code one year after the Effective Date, at which point they revert to the Liquidation Trust automatically and the Holder's Claim is discharged and forever barred.
• Holders are not entitled to postpetition interest, dividends, or accruals on distributions. Distributions in respect of Allowed Claims are allocated first to principal (as determined for U.S. federal income tax purposes) and then to accrued but unpaid interest. Claims asserted in a currency other than U.S. dollars are converted at the rate published in The Wall Street Journal, National Edition, on the Effective Date. The Liquidation Trustee or Disbursing Agent may set off or recoup against distributions any claims the Debtors held against the Holder, to the extent agreed or adjudicated. A Holder with Allowed Claims against multiple Debtors may recover from co-obligor Debtors only until it receives payment in full.
• No distribution will be made on account of an Allowed Claim that is payable under an Insurance Contract until the Holder has exhausted all remedies with respect to that contract. A Claim is deemed satisfied without a claim objection to the extent the Holder receives payment from a non-Debtor and does not object within 21 days of notice; duplicative recoveries must be repaid within 21 days of notice.
• The Debtors, Liquidation Trustee, Disbursing Agent, and any applicable withholding agent shall comply with all tax withholding and reporting requirements and may liquidate a portion of a distribution to pay withholding taxes, withhold distributions pending receipt of necessary information, or establish other reasonable mechanisms. Holders must provide an IRS Form W-8 or W-9 and other applicable tax forms; a Holder that fails to comply within 90 days of request may receive a net distribution or be deemed to have forfeited the distribution. Each Holder bears sole responsibility for its own tax obligations on account of any distribution.
• The Debtors (before the Effective Date) and the Liquidation Trustee (after) have sole authority to File, withdraw, or litigate objections to Claims, to settle or compromise Disputed Claims, and to adjust the Claims Register, in each case without further notice or Bankruptcy Court approval, and may amend the Schedules (with 21 days for the affected Holder to file a Proof of Claim if the amendment reduces the amount or changes the nature or priority of a Claim). Disputed Claims may be estimated under section 502(c), and the estimated amount constitutes a maximum limitation on the Claim for all purposes. Claims held by Entities from which property is recoverable under sections 542, 543, 550, or 553, or that are transferees of avoidable transfers, are Disallowed under section 502(d) until such amounts are turned over. Claims scheduled as disputed, contingent, or unliquidated with no timely Proof of Claim, and Proofs of Claim Filed after the applicable Bar Date, are deemed Disallowed and expunged without further order.
• No distribution is made on a Disputed Claim unless and until it becomes Allowed, except that an Allowed portion of a partially Disputed Claim receives its distribution; once a Disputed Claim becomes Allowed by Final Order, the Disbursing Agent shall provide the corresponding distribution as soon as reasonably practicable, without interest.

Retention of Jurisdiction and Miscellaneous

• The Bankruptcy Court retains exclusive jurisdiction, upon and after the Effective Date, over all matters arising out of or related to the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including: objections to and estimation of Claims; requests for compensation and reimbursement under sections 330 and 503; disputes arising in connection with the interpretation, implementation, or enforcement of the Plan, the UCC Settlement, the Term Loan Settlement, or the Cooperation Covenant; tax matters under sections 346, 505, and 1146, including expedited determinations under section 505(b); disputes relating to any 363 Asset Sale; disputes concerning reserves for Disputed Claims; disputes over the adequacy of notice of the Chapter 11 Cases or any bar date; matters arising under the Liquidation Trust Agreement or relating to the Liquidation Trustee's administration of the Liquidation Trust and prosecution of the Retained Causes of Action; and Causes of Action asserted by the Liquidation Trust, or by or on behalf of any non-Debtor subsidiary, against any current or former director or officer of any Debtor or non-Debtor subsidiary. The CCAA Court retains jurisdiction over the Canadian Proceedings, the Information Officer, and the orders of the CCAA Court.
• Each provision of the Plan is valid and enforceable in accordance with its terms, integral to the Plan, may not be deleted or modified without the Debtors' consent (subject to other consent and consultation rights), and is nonseverable and mutually dependent. The Confirmation Order supersedes any prior inconsistent order, and to the extent of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order governs and controls.
• The Confirmation Order is a Final Order effective and enforceable immediately upon entry, is self-executing, and the stays under Bankruptcy Rule 3020(e) and Rules 6004 and 6006 are waived; the appeal period commences upon entry. Reversal, stay, modification, or vacatur of the Confirmation Order will not affect the validity or enforceability of any act, obligation, indebtedness, liability, priority, or Lien incurred or undertaken before the effective date of such reversal, and acts taken in reliance on the order remain governed by it.
• All injunctions and stays arising under or entered during the Chapter 11 Cases under section 362 or otherwise and in existence on the Confirmation Date remain in full force and effect until the later of the Effective Date and the date set forth in the applicable order. Between entry of the Confirmation Order and the Effective Date, each Debtor continues to operate its business as a debtor in possession subject to Bankruptcy Court oversight. Requirements under section 521 and Bankruptcy Rule 1007 to file any list, schedule, or statement not filed as of the Confirmation Date are waived, other than monthly operating reports and post-confirmation reporting to the U.S. Trustee. The Debtors shall serve notice of the Confirmation Order and the Effective Date on all Holders of Claims or Interests, the U.S. Trustee, and other parties in interest as soon as reasonably practicable after the Effective Date. The Plan is governed by New York law except as the Bankruptcy Code, Bankruptcy Rules, or other federal law applies or an exhibit provides otherwise.
• Pursuant to section 510 of the Bankruptcy Code, the Debtors and the Liquidation Trustee reserve the right to reclassify any Claim or Interest in accordance with any contractual, legal, or equitable subordination rights relating thereto; the allowance, classification, and treatment of all Claims and Interests conform to such relative priority and rights.