Coinme Inc. Settlement Agreement and Consent Order (26 pp.). Appendix A lists the 34 participating agencies, Appendix B the penalty per state, Appendix C costs to the 7 lead states, and Appendix D the additional penalty if kiosks are not closed by 2027-01-01
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Research, not advice. Part of the Bitcoin research archive (October 2026). Claims labelled unverified, contested or fringe are reported, not endorsed; statuses of bills and rules are as of the date checked. Government, court and patent records are public domain; the research notes are CC BY 4.0.
SETTLEMENT AGREEMENT AND CONSENT ORDER
COINME INC.
The States, listed in “Appendix A” attached to this Settlement Agreement and Consent
Order (hereinafter referred to as the “Order”), individually, a “Participating State,” and
collectively, the “Participating States,” and Coinme Inc. (including with any successors in
interest, collectively, “Coinme”), have each agreed to enter into this Order.
WHEREAS, the state money transmission regulators of the Participating States
(hereinafter referred to individually as a “State Money Transmission Regulator,” and collectively
as the “State Money Transmission Regulators”) are respective members of the Conference of
State Bank Supervisors (“CSBS”) and/or the Money Transmitter Regulators Association
(“MTRA”) and intend to address enforcement concerns with Coinme in a collective and
coordinated manner, working through the MSB Supervisory Engagement Taskforce (“MSET”).
The State Money Transmission Regulators and Coinme are collectively referred to herein as the
(“Parties”).
WHEREAS, each State Money Transmission Regulator is the primary regulator
responsible for regulating and overseeing the business of money transmission, including virtual
currency (“VC”) (also known as cryptocurrency) business activity. To that end, each State
Money Transmission Regulator enforces the laws and regulations applicable to money
transmission in each respective state.
WHEREAS, Coinme is a Virginia corporation with its principal executive office in
Seattle, Washington, and assigned Nationwide Multistate Licensing System and Registry
(“NMLS”) identifier number 1185542. Coinme is licensed as a money transmitter under the
respective laws of each Participating State. Among other business lines, Coinme engages in
virtual currency business activity through kiosks 1 across the United States.
WHEREAS, in June 2025, the State Money Transmission Regulators commenced a
multi-state examination (the “Multi-State Examination”) of Coinme pursuant to each State
Money Transmission Regulator’s respective statutory authority and in accordance with the
Protocol for Performing Multi-State Examinations as well as the Nationwide Cooperative
Agreement for MSB Supervision (collectively, the “CSBS/MTRA Protocol and Agreement”).
WHEREAS, the Multi-State Examination covered Coinme’s activity for the period of
March 31, 2023, through March 31, 2025 (the “Examination Period”), and was conducted by the
State Money Transmission Regulators of Alaska, Colorado, Florida, Georgia, Kentucky, New
Hampshire, North Carolina, Ohio, and South Dakota. The Report of Examination (“ROE”)
issued in connection with the Multi-State Examination identified serious deficiencies with
respect to Coinme’s compliance with applicable laws and regulations during the Examination
Period, including, but not limited to, Coinme’s Bank Secrecy Act/Anti-Money Laundering
(“BSA/AML”) program. Specifically, the ROE identified that during the Examination Period
Coinme did not maintain an effective BSA/AML program that sufficiently mitigated the
BSA/AML risks posed by Coinme’s virtual currency kiosk business, including specific
1
Also known as “crypto kiosks,” “VC kiosks,” and “BTMs.”
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deficiencies with respect to Coinme’s transaction monitoring controls, know-your-customer
(“KYC”) policies, suspicious activity reporting (“SAR”) policies, enhanced due diligence
policies (“EDD”), and recordkeeping. These deficiencies, along with insufficient responses to
violations and deficiencies alleged in past examinations, perpetuated a high-risk environment for
its kiosk business that left it vulnerable to exploitation by criminal actors.
WHEREAS, both during the Examination Period and afterwards, Coinme has made
material enhancements to its BSA/AML program to address deficiencies identified in the ROE.
WHEREAS, each State Money Transmission Regulator has the legal authority to
conduct investigations, to bring enforcement proceedings, including administrative actions based
on conduct set forth in any report of examination, impose monetary penalties, and to revoke the
license of entities who have violated their respective laws and regulations.
WHEREAS, Polygon Labs Holdings (Cayman) Ltd. and its wholly-owned subsidiaries,
Zap Merger Sub I, Inc. and Zap Merger Sub II, Inc., to be renamed Polygon Orchestrator, Inc.
(collectively, “Polygon Labs Holdings”), intend on, directly or indirectly, acquiring an interest in
Coinme through the acquisition and merger with Coinme’s parent company, Coinme Holdings
Inc.
WHEREAS, Polygon Labs Holdings, in coordination with Coinme, filed an advance
change notice or the equivalent notice (collectively, for purposes of this Order, “ACN”) in each
of the Participating States to give notice and request approval, where required, of the acquisition
of Coinme Holdings Inc. by Polygon Labs Holdings.
WHEREAS, the intention of the State Money Transmission Regulators is to resolve the
violations identified in the Report of Examination through this Order, to close the Report of
Examination with no further investigation or action, and to approve the ACN. The State Money
Transmission Regulators reserve all of their rights, duties, and authority to enforce all statutes,
rules, and regulations under their respective jurisdictions against Coinme regarding any
licensable activities outside the scope of this Order. Additionally, a State Money Transmission
Regulator may consider this Order and the facts set forth herein in connection with, and in
deciding upon, any examination, action, or proceeding under the jurisdiction of that State Money
Transmission Regulator, if the basis of such examination, action, or proceeding is not a direct
result of the specific activity alleged in the Report of Examination. This Order may, if relevant to
such examination, action, or proceeding, be admitted into evidence in any matter before a State
Money Transmission Regulator.
WHEREAS, Coinme enters into this Order solely for the purpose of resolving disputes
with the State Money Transmission Regulators, including the conduct alleged in the Report of
Examination. In entering into this Order, Coinme neither admits nor denies any wrongdoing,
allegations or implications of fact, and neither admits nor denies any violations of applicable
laws, regulations, or rules governing the conduct and operation of its money transmission
business. Coinme acknowledges that the State Money Transmission Regulators have and
maintain jurisdiction over the underlying matters, including all matters referred to in these
recitals, and therefore have the authority to fully resolve the matter.
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WHEREAS, Coinme hereby knowingly, willingly, voluntarily, and irrevocably consents
to the entry of this Order, which is being entered pursuant to the authority vested in each State
Money Transmission Regulator and agrees that it understands all of the terms and conditions
contained herein. Coinme acknowledges that it has full knowledge of its rights to notice and a
hearing pursuant to the laws of the respective Participating States. By voluntarily entering into
this Order, Coinme waives any right to notice and a hearing, review of such hearing, and waives
all rights to any other judicial appeal concerning the terms, conditions, and related obligations set
forth in this Order. However, this waiver shall not be interpreted to waive any subsequent rights
available to Coinme, including, but not limited to, any right to hearing and subsequent appeal, in
relation to any disagreement which may arise amongst the Parties around compliance with or
alleged violations involving this Order, and any term, condition, or related obligation therein.
Coinme further acknowledges that it has had an opportunity to consult with independent legal
counsel in connection with its waiver of rights and with the negotiation and execution of this
Order.
NOW, THEREFORE, this Order, having been negotiated by the Parties in order to
resolve the issues and findings alleged herein and without incurring the costs, inconvenience, and
delays associated with protracted administrative and judicial proceedings, it is by the State
Money Transmission Regulators, as coordinated through the CSBS/MTRA Protocol and
Agreement, hereby ORDERED:
I. JURISDICTION
The State Money Transmission Regulators have jurisdiction over the subject matter of
this Order and the authority to enforce the terms of this Order.
II. AGREEMENT GOVERNANCE
A. Executive Committee. An Executive Committee comprised of representatives of the
Participating States (“Executive Committee”) shall serve as the point of contact for
Coinme and the Independent Consultant (as hereinafter defined). The Executive
Committee shall receive reports and communications from Coinme and the Independent
Consultant. The initial member states of the Executive Committee are the State Money
Transmission Regulators of Alaska, Arkansas, Georgia, Illinois, North Carolina, Ohio,
and Washington. The Executive Committee may alter or substitute representation in its
discretion.
B. Compliance Management Committee. Coinme shall appoint a committee to assist with
the administration of this Order (“Compliance Management Committee”). The
Compliance Management Committee shall be comprised of Coinme representatives with
the appropriate knowledge, familiarity, and authority to monitor compliance with the
provisions and obligations of this Order and shall have broad representation across the
key divisions responsible for developing, managing, monitoring, and maintaining its
AML Program. The Compliance Management Committee shall monitor and oversee
Coinme’s compliance with the provisions of this Order and liaise with the Executive
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Committee. The Compliance Management Committee shall meet at least quarterly, until
the issuance of the Validation Report (as hereinafter defined). The Compliance
Management Committee shall maintain minutes of its meetings.
C. Role of Board of Directors. The Board of Directors of Coinme (the “Board”) shall have
ultimate responsibility for overseeing Coinme’s compliance with this Order, including:
1. Authorizing whatever actions are necessary for Coinme to fully comply with the
Order;
2. Requiring timely reporting by the Compliance Management Committee to the
Board on the status of compliance with the obligations set forth in the Order;
3. Overseeing the activities of the Compliance Management Committee; and
4. Providing strategic direction related to compliance with the Order.
This Paragraph II.C shall not limit the ability of the Participating States to bring an action
to enforce the terms of this Order.
III. INDEPENDENT CONSULTANT
A. Appointment. Coinme shall engage the services of a qualified, independent, third-party
consultant (“Independent Consultant”) to inform, enhance, and evaluate, the
comprehensiveness and adequacy of Coinme’s BSA/AML program under the applicable
laws, rules, and regulations of the Bank Secrecy Act, 12 U.S.C. § 1829b and 1951-1960,
31 U.S.C. § 5311-5314 and 5316-5336, any notes thereto, or any regulations
implemented thereunder (collectively, the “Bank Secrecy Act”), insofar as each of the
foregoing provisions are applicable to Coinme. Coinme shall engage an Independent
Consultant within sixty (60) days of the Effective Date of this Order.
B. Scope of Consulting. In engaging an Independent Consultant, Coinme shall extend the
Independent Consultant’s scope of work to include, at a minimum, evaluation and
monitoring of Coinme’s BSA/AML program, and its enhancements thereto. The specific
work to be performed by the Independent Consultant described herein will be established
through discussion with the Executive Committee and the Independent Consultant.
C. Notice and Right to Object. Coinme shall send written notice to the Executive
Committee immediately upon selecting an original or alternative Independent Consultant.
The notice shall identify the original or alternative Independent Consultant, as well as the
scope of work for the Independent Consultant’s engagement. The Executive Committee
may object to the original or alternative Independent Consultant or the Independent
Consultant’s scope of work within ten (10) days of notice of the selection from Coinme.
In the event the Executive Committee timely objects to either the original or alternative
Independent Consultant or the Independent Consultant’s scope of work, Coinme shall, as
appropriate, select an alternative Independent Consultant or modify the scope of work
within thirty (30) days of the objection from the Executive Committee. The Independent
Consultant shall serve for a period of two (2) years following the Effective Date of this
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Order, extendable by the Executive Committee in its sole regulatory discretion but in
consultation with the Compliance Management Committee.
D. Assessment Report. The Independent Consultant shall independently review Coinme’s
BSA/AML Program and provide a copy of the Independent Consultant’s Assessment
Report (“Assessment Report”) to Coinme and the Executive Committee. The Assessment
Report shall be due within six (6) months of Coinme’s engagement of the Independent
Consultant. The Assessment Report shall review and report on Coinme’s BSA/AML
program, including areas related to Coinme’s transaction monitoring controls, KYC
policies, SAR policies, EDD policies, and recordkeeping. Instances in which the
BSA/AML program is deemed by the Independent Consultant to fail to meet the
standards set out in the portions of the Bank Secrecy Act applicable to Coinme shall
require corrective action as described in Paragraph III.D.
E. Corrective Action. If the Independent Consultant identifies in the Assessment Report
that Coinme fails to meet the requirements or standards set forth in the Bank Secrecy Act
Coinme shall develop a plan to address the identified concerns (“Corrective Action
Plan”). The Corrective Action Plan must consider and appropriately incorporate the
relative priority of each corrective measure as determined by the Independent Consultant
and documented in the Assessment Report. The Corrective Action Plan must be formally
approved by the Board, or a duly authorized committee thereof. The Compliance
Management Committee must provide the Corrective Action Plan to the Executive
Committee within ninety (90) days after the Assessment Report is issued. The Executive
Committee may object to the Corrective Action Plan within ten (10) days of receiving the
Corrective Action Plan from Coinme. If the Executive Committee timely objects to the
Corrective Action Plan, Coinme shall work with the Independent Consultant to develop a
revised Corrective Action Plan for submission to the Executive Committee. Coinme shall
submit an updated Corrective Action Plan to the Executive Committee within thirty (30)
days of receipt of the Executive Committee’s objection. After the Executive Committee’s
objection period expires for the initial Corrective Action Plan, or after Coinme submits a
revised Corrective Action Plan developed in consultation with the Independent
Consultant which is approved by the Executive Committee, Coinme shall begin
implementing the Corrective Action Plan. Coinme may update the Corrective Action
Plan, or any updated Correction Action Plan, as needed, with such changes permitted
based on a reasonable basis that may arise during the implementation of the Corrective
Action Plan. Any such updates to a Corrective Action Plan shall be immediately provided
to the Executive Committee and subject to its approval.
F. Progress Reports. The Independent Consultant shall develop and submit a written
progress report to Coinme and the Executive Committee no later than ten (10) days after
the end of each calendar quarter (a, “Progress Report”), beginning with the end of the
first full calendar quarter after Coinme’s engagement of the Independent Consultant.
Within twenty (20) days after receipt of a Progress Report, the Executive Committee may
furnish written questions to the Independent Consultant related to the content provided in
that Progress Report, with a copy of those questions provided to Coinme. Coinme shall
engage the Independent Consultant to develop and submit a written response to the
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Executive Committee’s questions, with a copy to Coinme, within fifteen (15) days of
receipt of such questions. An Independent Consultant’s Progress Report shall provide, at
a minimum, the Independent Consultant’s project management tracking document as well
as any supporting information needed to understand the current status, at the time of the
specific Progress Report, related to the Independent Consultant’s role, responsibilities,
and functions provided for in this Order.
G. Validation Report. Upon Coinme’s determination that the Corrective Action Plan has
been completed and upon notification to the Executive Committee, the Independent
Consultant will conduct a validation assessment of all corrective measures in the
Corrective Action Plan and shall document its findings in a validation report (“Validation
Report”). The Validation Report shall be due to Coinme and the Executive Committee
within thirty (30) days of Coinme’s notification to the Executive Committee that it has
completed the Corrective Action Plan. Within forty-five (45) days after receipt of a
Validation Report, the Executive Committee may furnish written questions to the
Independent Consultant related to the findings in that Validation Report, with a copy of
those questions provided to Coinme. The Independent Consultant shall develop and
submit to the Executive Committee a written response to those questions, with a copy to
Coinme, within fifteen (15) days of receipt of such questions.
H. Timeline for Corrective Action. A Corrective Action Plan, inclusive of any applicable
updated Corrective Action Plan, shall be completed within twelve (12) months. To the
extent it is expected to take more than twelve (12) months to complete a Corrective
Action Plan, then Coinme may request an extension of time to complete the Corrective
Action Plan, which may be granted in the sole discretion of the Executive Committee
(“Extended Corrective Action Plan”). The basis and need for an Extended Corrective
Action Plan shall be reviewed and documented by the Independent Consultant. If the
Independent Consultant determines that there is no basis or need for an Extended
Corrective Action Plan, then the Corrective Action Plan shall take no more than twelve
(12) months. Any documentation related to this provision shall be provided by the
Independent Consultant to Coinme and the Executive Committee.
I. Cooperation with Independent Consultant. Coinme shall fully cooperate with the
Independent Consultant and support its work by, at minimum, providing the Independent
Consultant with access to any and all relevant personnel, third-party service providers,
facilities, files, information, reports, and records. Nothing in the Paragraph III.I shall be
construed as requiring Coinme to disclose information and records subject to attorney-
client privilege and work-product protections.
J. Contemporaneous Receipt of Reports. Any report the Independent Consultant is
engaged to produce in accordance with this Order must be provided to Coinme and the
Executive Committee at the same time.
K. Meetings. The Compliance Management Committee shall meet with the Executive
Committee quarterly, with the first regularly scheduled meeting to occur within thirty
(30) days of the Compliance Management Committee’s receipt of the Assessment Report.
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At any time, the Executive Committee may request that the Compliance Management
Committee schedule and hold a meeting with the Executive Committee, Independent
Consultant, and Compliance Management Committee. Upon such a request, the
Compliance Management Committee will schedule and hold such meeting at a mutually
agreed upon time.
L. Work Product. The Executive Committee may request and shall be furnished any and all
documents, information, records, reports, and work papers produced by the Independent
Consultant as a direct result of the duties imposed upon the Independent Consultant as
described in this Order.
M. Replacement of Independent Consultant. In the event that an Independent Consultant
is no longer willing or able to continue to act as the Independent Consultant, the
Compliance Management Committee shall notify the Executive Committee within ten
(10) days of the need to replace the Independent Consultant. Coinme shall take all actions
necessary to replace the Independent Consultant within thirty (30) days. Upon selection
of an alternative Independent Consultant, Coinme shall notify the Executive Committee
of its selection within ten (10) days. Coinme shall enter into an engagement with the
alternative Independent Consultant within thirty (30) days of notification of Coinme’s
selection to the Executive Committee, subject to the Executive Committee’s approval. An
alternative Independent Consultant shall be a qualified, independent third-party, and shall
have all the same rights, powers, duties, and obligations provided under this Order.
N. Compliance Management System. Within one hundred twenty (120) days of the
Effective Date of this Order, Coinme shall provide the Executive Committee with a
supplemental response to Coinme’s December 2025 response to the ROE (the
“Supplemental ROE Response”). The Supplemental ROE Response shall provide an
update on Coinme’s efforts to remediate any compliance deficiencies identified in the
ROE that are not within the Independent Consultant’s scope of work. The Supplemental
ROE Response shall include at a minimum: (1) the date the action was completed; (2) a
description of the action taken; and, (3) any supporting documents showing the
implementation of the action to remediate the deficiencies or violations identified in the
ROE. To the extent that any remediation efforts with respect to a particular deficiency are
ongoing, Coinme’s Supplemental ROE Response shall provide a plan and timeline for
completing remediation. In addition, within six (6) months of the Effective Date of this
Order, Coinme shall develop and implement a compliance program to mitigate the risk of
reoccurrence of such similar deficiencies in the future (“Compliance Management
System”). Such a Compliance Management System shall provide for the development
and implementation of a risk-informed annual compliance plan, specifying the
compliance training, testing, and monitoring to be completed in the upcoming year.
O. Extension of Deadlines. Coinme may request an extension of any deadline in this
Section III based on reasonable grounds, and the Executive Committee may grant such
extension for good cause.
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IV. VIRTUAL CURRENCY KIOSK OPERATIONS
A. Definitions. As used in this Order, the term:
1. “Transmit Money” means to receive, directly or indirectly and by any means,
money or its equivalent from a person and to deliver, pay, or make accessible,
by any means, method, manner, or device, whether or not a payment
instrument is used, the money received or its equivalent to the same or another
person, at the same or another time, and at the same or another place.
“Transmit money” also includes the purchase, sale, transmission, or exchange
of virtual currency, checks, or other payment instruments.
2. “Virtual Currency Kiosk Operations” means to Transmit Money through, or
with the use of, Virtual Currency Kiosks. “Virtual Currency Kiosk
Operations” includes, but is not limited to, depositing money into a Virtual
Currency Kiosk as part of a transaction related to virtual currency, or
receiving money from a Virtual Currency Kiosk as part of a transaction
related to virtual currency, regardless of the ownership or control of the
specific Virtual Currency Kiosk utilized during the transaction.
3. “Virtual Currency Kiosk” means an electronic terminal, kiosk, ATM, or other
machine, acting as a mechanical agent, which enables an entity operating such
a machine to Transmit Money.
B. Coinme’s Virtual Currency Kiosk Operations. Coinme shall cease Virtual
Currency Kiosk Operations in each Participating State by January 1, 2027. Coinme
shall not restart Virtual Currency Kiosk Operations in a Participating State without
written permission from that Participating State.
C. Notice. Coinme shall provide notice as follows:
1. Coinme shall update its business activities to not include Virtual Currency
Kiosk Operations on NMLS within five (5) business days of ceasing Virtual
Currency Kiosk Operations in a Participating State.
2. Coinme shall provide the Executive Committee notice on or before January 1,
2027, with the details of the cessation of Virtual Currency Kiosk Operations
in all Participating States.
D. Enforceability. If Coinme continues its Virtual Currency Kiosk Operations in any
Participating State after January 1, 2027, such operation will be a violation of this
Order and any Participating State may take action to enforce these provisions. In
addition, the Executive Committee may take action to enforce the provisions of
Paragraph V.C.
V. ADMINISTRATIVE COSTS, PENALTY AND REMEDIES
A. Administrative Penalty. Coinme shall pay an administrative penalty of Two Million
Two Hundred Thousand U.S. Dollars ($2,200,000.00) (the “Administrative Penalty”) to
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be distributed among the Participating States in the amounts listed in “Appendix B”
attached to this Order. Coinme shall pay the Administrative Penalty within ninety (90)
days following the receipt of payment instructions from, and in accordance with those
payment instructions, each Participating State receiving such a payment.
B. Administrative Costs. Coinme shall pay Administrative Costs of $300,000 to the
Participating States listed in “Appendix C” attached to this Order which took part in the
investigation or settlement to cover administrative costs associated with the investigation
and investigation resolution process. Coinme shall pay the Administrative Costs within
ninety (90) days following the receipt of payment instructions from, and in accordance
with those payment instructions, each Participating State receiving such a payment.
C. Additional Penalty. If Coinme does not cease Virtual Currency Kiosk Operations in all
Participating States before January 1, 2027, Coinme shall pay an additional penalty of
Four Million U.S. Dollars ($4,000,000.00) (the “Additional Penalty”) to be distributed
among the Participating States in the amounts listed in “Appendix D” attached to this
Order. Coinme shall provide written notice to the Executive Committee pursuant to
Paragraph IV.C. Within ten (10) days of receipt of such notice, the Executive Committee
shall provide written confirmation to Coinme that the obligation to pay the Additional
Penalty has not become due. In the event that Coinme does not cease Virtual Currency
Kiosk Operations in all Participating States before January 1, 2027, Coinme’s obligation
to pay the Additional Penalty shall be incurred as of January 1, 2027 and payment shall
be due within twenty (20) days following the receipt of payment instructions from, and in
accordance with those payment instructions, that Participating State.
D. Failure to Submit Penalty or Costs. In the event that Coinme fails to submit any
Administrative Penalty, Administrative Costs, or, if applicable, any Additional Penalty,
in the amounts specified herein and in accordance with the applicable deadlines, it will be
in breach of this Order. If any transfer of any monetary amount required under this Order
is voided by a Court Order, including a Bankruptcy Court Order, Coinme agrees not to
object to a Participating State submitting a claim, nor attempt to defend or defeat such
claim, for any unpaid amounts against any surety bond that Coinme may maintain in such
Participating State as a condition of maintaining a license under the jurisdiction of that
State Money Transmission Regulator.
E. Alternatives. A State Money Transmission Regulator may elect to have some or all of its
allocation of the Administrative Penalty or, if incurred, the Additional Penalty be applied
towards other alternatives authorized under its respective laws. Should a State Money
Transmission Regulator elect to apply its allocation(s) in such an alternative manner,
solely for the purpose of ensuring the effective administration of payments pursuant to
the terms of this Order, that State Money Transmission Regulator shall notify the
Executive Committee in writing of such election on or before the Effective Date of this
Order. For each State Money Transmission Regulator which has made such an election,
Coinme shall pay the elected amount to that State Money Transmission Regulator in
accordance with the terms and conditions referenced in Appendix E.
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VI. ACN APPROVAL
A. Advance Change Notice Approval. As of the Effective Date of this Order, the State
Money Transmission Regulators in Participating States where Coinme is licensed agree
that the ACN filed by Coinme and Polygon Labs Holdings is approved, including any
ACNs related to changes of Coinme’s corporate directors and executive officers. Such
approval will be reflected in the NMLS within five (5) business days of the Effective
Date of the Order.
B. Operational Managers. Coinme acknowledges and agrees that any individuals ceasing
to be managers, directors, qualifying individuals (as defined by the NMLS Policy
Guidebook), responsible individuals (as described in some Participating States), or
executive officers (collectively, “Operational Managers”) from January 1, 2023 to thirty
(30) days after the Effective Date of this Order, shall not in the future become
Operational Managers of Coinme or otherwise exercise a controlling influence over the
management and policies of Coinme’s compliance or accounting functions without prior
approval from each Participating State where Coinme is licensed as a money transmitter.
Coinme agrees that a substantial consideration for approval of the ACN as described in
Paragraph VI.A is its agreement to and compliance with this Paragraph VI.B.
C. Notice of Managers. Within forty-five (45) days of the Effective Date of this Order,
Coinme shall provide the Executive Committee with a written list of individuals who
ceased acting as an Operational Managers from January 1, 2023 until thirty (30) days
after the Effective Date of this Order (“Operational Manager List”). The Operational
Manager List shall include, at a minimum:
1. The name of the Operational Manager;
2. The date the Operational Manager ceased acting as an Operational Manager for
Coinme; and
3. The last known contact information of the Operational Manager.
D. Compliance with State Laws. Within ninety (90) days of the Effective Date of this
Order, Coinme shall provide the Executive Committee with proof that it meets the
minimum licensing requirements that are material to compliance with state law in each
Participating State. Coinme shall thereafter continuously meet the licensing requirements
that are material to compliance with state law in each Participating State.
VII. RELEASE
A. General Release. By their execution of this Order, the State Money Transmission
Regulators release and forever discharge Coinme, its parent, subsidiaries, affiliates, and
the predecessors, successors, and assigns of any of them, as well as the current and
former directors, officers, and employees of any of the foregoing (collectively, the
“Released Parties”) from the following: any civil or administrative claim, of any kind
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whatsoever, direct or indirect, that a State Money Transmission Regulator has or may
have or assert, including, without limitation, claims for damages, fines, injunctive relief,
remedies, sanctions, or penalties of any kind whatsoever based on, arising out of, or
resulting from the Covered Conduct, as defined in Paragraph VII.B, and occurring
between January 1, 2020 and the Effective Date of this Release.
B. Covered Conduct. For the purposes of this release, the term “Covered Conduct” means
all actions arising out of or relating to alleged violations and/or deficient business
practices described in (1) the ROE or (2) which are the subject of any pending or
outstanding State Money Transmission Regulator notices, orders, or other enforcement or
administrative actions related to Coinme.
C. Effectiveness. The release provided for in this Paragraph VII.C shall become effective
immediately upon the later of:
1. The Effective Date of the Order; or
2. Upon receiving the full and complete payment of the Administrative Penalty and
Administrative Costs as described under Paragraphs V.A and V.B above.
D. Scope. The release provided for in this Section VII does not release any claims against
any entity other than the Released Parties. Additionally, the release provided for in this
Section VII should not be interpreted to limit a State Money Transmission Regulator’s
authority as agreed to and explicitly provided for in this Order, nor for conduct that is
outside the scope of this Order or occurring after the Effective Date of this Order.
E. Resolution of Pending and Outstanding Administrative Actions. As of the
Effective Date, this Order shall supersede any pending or outstanding State Money
Transmission Regulator notices, orders, and enforcement or administrative actions related
to Coinme. Within ten (10) days after the Effective Date, each State Money Transmission
Regulator shall take the necessary actions to resolve, release, dismiss, or otherwise set
aside such pending or outstanding notices, orders, and enforcement or administrative
actions.
VIII. ENFORCEMENT
A. General Enforcement Authority. The terms of this Order shall be enforced in
accordance with the provisions, terms and authorities provided in this Order and under
the respective laws and regulations of each Participating State.
B. No Restriction on Existing Examination and Investigative Authority. This Order
shall in no way preclude any State Money Transmission Regulator from exercising its
examination or investigative authority authorized under the laws of the corresponding
Participating State. The Parties agree that the failure of Coinme to comply with any term
or condition of this Order, other than inadvertent and isolated errors that are promptly
corrected by Coinme, shall treated as a violation of an Order in each Participating State
and may be enforced as such. Moreover, Coinme acknowledges and agrees that this
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Order is only binding on the State Money Transmission Regulators and not any other
local, state or federal agency, department, or office.
C. Notice. Prior to initiating an action to enforce the terms and conditions of this Order, a
Participating State shall provide written notice to the Executive Committee and Coinme
of the basis for the potential action, a description of its allegations, and provide Coinme
an opportunity to respond to the allegations.
D. Sharing of Information and Cooperation. The State Money Transmission Regulators
may collectively or individually request and receive any information or documents in the
possession of the Executive Committee or the MSET. This Order shall not limit
Coinme’s obligations, as a licensee of the State Money Transmission Regulators, to
cooperate with any examination or investigation, including but not limited to, any
obligation to timely provide requested information or documents to any State Money
Transmission Regulator.
IX. GENERAL PROVISIONS
A. Effective Date. This Order shall become effective on October 7, 2026. (the “Effective
Date”).
B. Public Record. This Order shall become public upon the Effective Date.
C. Binding Nature. The terms of this Order shall be legally binding upon Coinme and its
successors and assigns. The provisions of this Order shall remain effective and
enforceable except to the extent that, and until such time as, any provisions of this Order
shall have been modified, terminated, suspended, or set aside, in writing, by mutual
agreement of the State Money Transmission Regulators collectively or severally and
Coinme.
D. Authority. Coinme represents that the person signing below is authorized to execute this
Order and to legally bind Coinme.
E. Reliance. Coinme acknowledges that the State Money Transmission Regulators are
relying, in part, upon Coinme’s representations and warranties stated herein in making
their determinations in this matter. Coinme further acknowledges that the State Money
Transmission Regulators may revoke this Order, in whole or in any part, and the State
Money Transmission Regulators may pursue any and all remedies available under the law
against Coinme, if the State Money Transmission Regulators later find that Coinme made
material misrepresentations to or withheld material information from the State Money
Transmission Regulators.
F. Standing and Choice of Law. Each State Money Transmission Regulator has standing
to enforce this Order in the judicial or administrative process otherwise authorized under
the laws and regulations of the corresponding Participating State. Upon execution, this
Order shall be deemed a final order of each respective State Money Transmission
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Regulator unless adoption of a subsequent order is necessary under the laws of the
corresponding Participating State. In the event of any disagreement between any State
Money Transmission Regulator and Coinme regarding the enforceability or interpretation
of this Order and compliance therewith, the courts or administrative agency authorized
under the laws of the corresponding Participating State shall have exclusive jurisdiction
over the dispute, and the laws of the Participating State shall govern the interpretation,
construction, and enforceability of this Order.
G. Adoption of Subsequent Orders to Incorporate Terms. A State Money Transmission
Regulator, if deemed necessary under the laws and regulations of the corresponding
Participating State, may issue a separate administrative order to adopt and incorporate the
terms and conditions of this Order. A State Money Transmission Regulator may
sua sponte issue such subsequent order without the review and approval of Coinme
provided the subsequent order does not amend, alter, or otherwise change the terms of the
Order; and in the event such subsequent order amends, alters, or otherwise changes the
terms of the Order, the terms of the Order, as set forth herein, will control.
H. Privilege. This Order shall not constitute a waiver of any applicable attorney-client or
work product privilege, confidentiality, or any other protection applicable to any
negotiations relative to this Order. Further, any information or documentation furnished
to the Executive Committee pursuant to the terms of this Agreement shall be considered
as generated and/or obtained as part of the State Money Transmission Regulators’
supervisory authority and thus deemed confidential supervisory information subject to all
associated protections and privileges, including, but not limited to, those covered under
the Secure and Fair Enforcement for Mortgage Licensing (“SAFE”) Act, applicable state
law, and the CSBS/MTRA Protocol and Agreement.
I. Titles. The titles and headings used to identify the paragraphs of this Order are for the
convenience of reference only and do not control the interpretation of this Order.
J. Final Order. This Order is the final written expression and the complete and exclusive
statement of all the Orders, conditions, promises, representations, and covenants between
the Parties with respect to the subject matter hereof, and supersedes all prior or
contemporaneous Orders, negotiations, representations, understandings, and discussions
between and among the Parties, their respective representatives, and any other person or
entity, with respect to the subject matter covered herein. The Parties further acknowledge
and agree that nothing contained in this Order shall operate to limit a State Money
Transmission Regulator’s ability to assist any other local, state or federal agency,
department or office with any investigation or prosecution, whether administrative, civil
or criminal, initiated by any such agency, department or office against Coinme or any
other person based on any of the activities alleged in these matters or otherwise.
K. Waiver. The waiver of any provision of this Order shall not operate to waive any other
provision set forth herein, and any waiver, amendment and/or change to the terms of this
Order must be in writing signed by the Parties.
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L. Severability. If any provision of this Order is held by any court of law to be void,
voidable, invalid, or otherwise unenforceable, the remaining portions shall remain in full
force and effect.
M. No Private Right of Action Created. This Order does not create any private rights or
remedies against the Released Parties (or any of its affiliates or subsidiaries), create any
liability for the Released Parties or limit defenses of Released Parties as to any person or
entity not a party to this Order. An enforcement action under this Order may be brought
solely by a State Money Transmission Regulator.
N. Costs. Except as otherwise agreed to in this Order, each party to this Order will bear its
own costs and attorneys’ fees associated with this Order.
O. Notices. Any notice to Coinme and/or the State Money Transmission Regulators required
or contemplated by this Order shall be delivered, if not otherwise described herein:
1. To Coinme, by electric copy to the “Primary Company Contact” for Coinme
listed in the NMLS, or similar contact system with copy to:
Steven Merriman
Partner
Ashurst Perkins Coie US LLP
1301 Second Ave, Suite 4200
Seattle, WA 98101
2. To a State Money Transmission Regulator, by direct notification in writing.
P. Counterparts. This Order may be executed in separate counterparts, by facsimile,
electronic signature, or by PDF. A copy of the signed Order will be given the same effect
as the originally signed Order.
Q. Compliance. Nothing in this Order shall relieve Coinme of its obligation to comply with
applicable State and Federal law.
Page 14 of 16
APPENDIX A: PARTICIPATING STATES
APPENDIX B: ADMINISTRATIVE PENALTY PER STATE
APPENDIX C: ADMINISTRATIVE COSTS PER STATE
APPENDIX D: ADDITIONAL PENALTY PER STATE
APPENDIX E: ALTERNATIVE PAYMENTS
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APPENDIX A: PARTICIPATING STATES
1. Alabama
2. Alaska
3. Arizona
4. Arkansas
5. Colorado
6. Connecticut
7. Delaware
8. District of Columbia
9. Florida
10. Georgia
11. Idaho
12. Illinois
13. Iowa
14. Kansas
15. Kentucky
16. Maryland
17. Minnesota
18. Mississippi
19. Nebraska
20. New Mexico
21. Nevada
22. North Carolina
23. North Dakota
24. Ohio
25. Oklahoma
26. Oregon
27. Pennsylvania
28. Puerto Rico
29. Rhode Island
30. South Carolina
31. South Dakota
32. Tennessee
33. Washington
34. West Virginia
APPENDIX B: ADMINISTRATIVE PENALTY PER STATE
1. Alabama $17,399.58
2. Alaska $37,557.63
3. Arizona $123,236.52
4. Arkansas $23,977.93
5. Colorado $116,168.44
6. Connecticut $26,732.11
7. Delaware $10,000.00
8. District of Columbia $10,000.00
9. Florida $225,165.31
10. Georgia $377,709.28
11. Idaho $10,000.00
12. Illinois $10,000.00
13. Iowa $10,000.00
14. Kansas $30,002.00
15. Kentucky $62,853.57
16. Maryland $64,997.91
17. Minnesota $37,087.33
18. Mississippi $14,370.09
19. Nebraska $24,531.26
20. New Mexico $10,000.00
21. Nevada $15,297.13
22. North Carolina $169,082.90
23. North Dakota $10,000.00
24. Ohio $129,554.08
25. Oklahoma $10,000.00
26. Oregon $101,425.34
27. Pennsylvania $10,000.00
28. Puerto Rico $10,000.00
29. Rhode Island $10,000.00
30. South Carolina $98,583.85
31. South Dakota $10,000.00
32. Tennessee $95,552.15
33. Washington $261,658.39
34. West Virginia $27,057.20
APPENDIX C: ADMINISTRATIVE COSTS PER STATE
1. Alaska $25,000.00
2. Arkansas $25,000.00
3. Georgia $25,000.00
4. Illinois $25,000.00
5. North Carolina $25,000.00
6. Ohio $100,000.00
7. Washington $75,000.00
APPENDIX D: ADDITIONAL PENALTY PER STATE
1. Alabama $117,647.06
2. Alaska $117,647.06
3. Arizona $117,647.06
4. Arkansas $117,647.06
5. Colorado $117,647.06
6. Connecticut $117,647.06
7. Delaware $117,647.06
8. District of Columbia $117,647.06
9. Florida $117,647.06
10. Georgia $117,647.06
11. Idaho $117,647.05
12. Illinois $117,647.06
13. Iowa $117,647.06
14. Kansas $117,647.06
15. Kentucky $117,647.06
16. Maryland $117,647.05
17. Minnesota $117,647.06
18. Mississippi $117,647.06
19. Nebraska $117,647.06
20. New Mexico $117,647.06
21. Nevada $117,647.05
22. North Carolina $117,647.06
23. North Dakota $117,647.06
24. Ohio $117,647.06
25. Oklahoma $117,647.06
26. Oregon $117,647.06
27. Pennsylvania $117,647.06
28. Puerto Rico $117,647.06
29. Rhode Island $117,647.06
30. South Carolina $117,647.06
31. South Dakota $117,647.06
32. Tennessee $117,647.05
33. Washington $117,647.06
34. West Virginia $117,647.06
APPENDIX E: ALTERNATIVE ALLOCATIONS PER STATE
1. Alabama
2. Alaska
3. Arizona
4. Arkansas
Paid to the Executive Director of the Colorado Department of
Regulatory Agencies in accordance with CO Rev Stat § 24-34-
Colorado 108: $15,152.41
Paid to Colorado Department of Regulatory Agencies Division of
5. Banking: $101,016.03
6. Connecticut
7. Delaware
8. District of Columbia
9. Florida
10. Georgia
11. Idaho
12. Illinois
13. Iowa
14. Kansas
15. Kentucky
16. Maryland
17. Minnesota
18. Mississippi
19. Nebraska
20. New Mexico
21. Nevada
22. North Carolina
23. North Dakota
24. Ohio
25. Oklahoma
26. Oregon
27. Pennsylvania
28. Puerto Rico
29. Rhode Island
30. South Carolina
31. South Dakota
32. Tennessee
The state of Washington Department of Financial Institutions
elects to allocate $150,000 of the Administrative Penalty to
Washington financial literacy and education programs, as well as to costs
and expenses of investigation and prosecution, rather than to an
33. Administrative Penalty.
34. West Virginia