Amendment to the Stock Purchase Agreement. 1. Amend and Restate Section 9.1(a)(v). Section 9.1(a)(v) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows:
(A) by a majority in interest of the Sellers and the Company if the Business Combination Agreement is terminated in accordance with its terms; and
(B) by a majority in interest of the Sellers and the Company if the closing of the Business Combination Agreement and the Stock Purchase Agreement (and the payments required to the Sellers thereunder) do not occur on or before August 9, 2023.
Amendment to the Stock Purchase Agreement. 1. Amend and Restate the Definition “SPAC”. The definition “SPAC” set forth in the fifth Recital of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: “Quantum FinTech Acquisition Corporation.”
2. Amend Section 6.1. The words “Delaware State” in Section 6.1 of the Stock Purchase Agreement are hereby deleted and replaced with the word “Wyoming.”
3. Amend and Restate the definition of “Purchase Price”. The definition of “Purchase Price” set forth in Section 1.1 of the Stock Purchase Agreement is amended and restated in its entirety to read as follows and the defined term “Goodwill Amount” previously used therein is deleted:
Amendment to the Stock Purchase Agreement. A. The parties agree that Section 3.21 of the Stock Purchase Agreement is amended to read in its entirety as follows:
Amendment to the Stock Purchase Agreement. (a) Section 6.11 of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows: “The resolution set forth in subsection (i)(a) or (B) the resolutions set forth in subsections (i)(b) and (iii) of the Shareholder Resolutions shall have been approved by the shareholders of Parent in accordance with all applicable Laws and pursuant to the terms of this Agreement and shall be in full force and effect as of the Closing Date.”
(b) Section 7.07 of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows: “The resolution set forth in subsection (i)(a) or (B) the resolutions set forth in subsections (i)(b) and (iii) of the Shareholder Resolutions shall have been approved by the shareholders of Parent in accordance with all applicable Laws and pursuant to the terms of this Agreement and shall be in full force and effect as of the Closing Date.”
(c) Section 11.01(e) of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows: “(e) at any time by Seller or Purchaser after this Agreement has been submitted for a vote of the shareholders of Parent at the Parent Shareholder Meeting if (x) the resolution set forth in subsection (i)(a) and (y) the resolution set forth in subsection (i)(b) or (iii) of the Shareholder Resolutions shall not have been approved at such meeting (including any adjournment or postponement thereof); or”
(d) The definition of “Shareholder Resolutions” in Section 12.01 of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows:
Amendment to the Stock Purchase Agreement. The Stock Purchase Agreement is hereby amended as follows:
A. The second WHEREAS clause in the preamble of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following new WHEREAS clause:
Amendment to the Stock Purchase Agreement. (a) The amount of “$5,172,000” stated in Section 4.08(a) of the Stock Purchase Agreement shall be replaced with the following amount: “$5,161,827”.
(b) The amount of “$5,172,000” stated in Section 5.05(c) of the Stock Purchase Agreement shall be replaced with the following amount: “$5,161,827”.
(c) Section 6.11 of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows: “The resolutions set forth in subsections (i) and (iii) of the Shareholder Resolutions shall have been approved by the shareholders of Parent in accordance with all applicable Laws and pursuant to the terms of this Agreement and shall be in full force and effect as of the Closing Date.”
(d) Section 7.07 of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows: “The resolutions set forth in subsections (i) and (iii) of the Shareholder Resolutions shall have been approved by the shareholders of Parent in accordance with all applicable Laws and pursuant to the terms of this Agreement and shall be in full force and effect as of the Closing Date.”
(e) Section 11.01(e) of the Stock Purchase Agreement shall be amended and restated in its entirety to read as follows:
Amendment to the Stock Purchase Agreement. (b)(i) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to the Stock Purchase Agreement. (a) Section 2.3(a) of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following:
(a) Subject to Section 2.3(b), the Second Closing shall occur on March 19, 1997."
(b) Section 2.3(b) of the Stock Purchase Agreement is hereby amended to add the following as subsection (vii):
(vii) Each of the Investors shall have received a warrant, substantially in the form attached hereto as Exhibit A (each, a "Warrant" and collectively, the "Warrants"), exercisable into that percentage of outstanding shares of Common Stock as set forth opposite such Investor's name below: Investor Percentage of Common Stock -------- -------------------------- GAP 35 4.13 % GAP Coinvestment 0.87 % Dow 2.5 % Waltxx 0.5 %"
(c) The definition of "Transaction Documents" in the Stock Purchase Agreement is hereby amended by deleting it entirely and replacing it with the following:
Amendment to the Stock Purchase Agreement. Pursuant to Section 11.4 of the Stock Purchase Agreement, Buyer and Sellers hereby agree to amend the Stock Purchase Agreement as follows:
(a) Exhibit A to the Stock Purchase Agreement is deleted in its entirety and replaced by Exhibit A attached hereto.
(b) Exhibit E to the Stock Purchase Agreement is deleted in its entirety and replaced by Exhibit E attached hereto.
(c) The list of Exhibits and Schedules in the Stock Purchase Agreement is amended by changing the title of Exhibit A to the Stock Purchase Agreement from “Form of Indemnification Escrow Agreement” to “Form of Seller Note.”
(d) The second recital of the Stock Purchase Agreement is deleted in its entirety and replaced by the following:
Amendment to the Stock Purchase Agreement. (a) The definition of "Transaction Documents" in the Stock Purchase Agreement is hereby amended by deleting it entirely and replacing it with the following:
