INDEMNITY AGREEMENTIndemnification Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 20____, by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
WARRANT AGREEMENTWarrant Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of February 4, 2021, by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This Agreement is made as of February 4, 2021 by and between Quantum FinTech Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 4, 2021, by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Quantum FinTech Acquisition CorporationSubscription Agreement for Founder Shares • January 19th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
We are pleased to accept the offer Quantum Ventures LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares (“Founder Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of Quantum Fintech Acquisition Corporation, a Delaware corporation (the “Company”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004Advisory Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Quantum FinTech Acquisition Corporation, a Delaware corporation (“Company”), has requested Chardan Capital Markets, LLC (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252226), as amended, filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
February 4, 2021Underwriting Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one-half of one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AMENDMENT NO. 6 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 9th, 2024 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 6 (this “Amendment”), dated as of January 8, 2024, to the Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement • February 22nd, 2024 • Quantum FinTech Acquisition Corp • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 9, 2024, is made by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), Calculator New New Pubco, Inc., a Delaware Corporation (“New Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated February 4, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of February 4, 2021 (“Agreement”), by and among QUANTUM FINTECH ACQUISITION CORPORATION, a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
February 4, 2021Underwriting Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one-half of one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT February 6, 2023Investment Management Trust Agreement • February 7th, 2023 • Quantum FinTech Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of February 6, 2023, by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of February 4, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
BUSINESS COMBINATION AGREEMENT by and among QUANTUM FINTECH ACQUISITION CORPORATION, as Purchaser, CALCULATOR NEW PUBCO, INC., as New Pubco, CALCULATOR MERGER SUB 1, INC., as Merger Sub 1, CALCULATOR MERGER SUB 2, INC., as Merger Sub 2, ATLASCLEAR,...Business Combination Agreement • November 17th, 2022 • Quantum FinTech Acquisition Corp • Blank checks • Wyoming
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 16, 2022 by and among (i) Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned Subsidiary of Purchaser (“New Pubco”), (iii) Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned Subsidiary of New Pubco (“Merger Sub 1”), (iv) Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned Subsidiary of New Pubco (“Merger Sub 2” and, collectively with Merger Sub 1, the “Merger Subs”) (v) AtlasClear, Inc., a Wyoming corporation (the “Company”), (vi) Atlas FinTech Holdings Corp, a Delaware corporation ( “Atlas FinTech”) and (vii) Robert McBey (“McBey”, and together with Atlas FinTech, each a “Company Stockholder” and collectively, the “Company Stockholders”). Purchaser, New Pubco, Merger Sub 1, Merger Sub 2, the Company and
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is effective as of November 4, 2021 by and among Quantum Ventures LLC, a Delaware limited liability company (the “Sponsor Holdco”), Chardan Quantum LLC (“Chardan”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco and Chardan, each, a “Sponsor” and, together, the “Sponsors”), Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), TradeStation Group, Inc., a Florida corporation (the “Company”), and Monex Group, Inc. (“Monex” and, collectively with the Sponsors, Quantum and the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among QUANTUM FINTECH ACQUISITION CORPORATION, TSG MERGER SUB, INC.,Merger Agreement • November 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 4, 2021, by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), TradeStation Group, Inc., a Florida corporation (the “Company”), and TSG Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”). Quantum, the Company and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
amendMENT No. 1 to THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 2nd, 2023 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of April 28, 2023, to the Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • November 17th, 2022 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This Purchaser Support Agreement (this “Agreement”) is effective as of November 16, 2022 by and among (i) Quantum Ventures LLC, a Delaware limited liability company (the “Sponsor Holdco”), (ii) the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), (iii) Quantum FinTech Acquisition Corporation, a Delaware corporation (“Purchaser”), and (iv) AtlasClear, Inc., a Wyoming corporation (the “Company”). The Sponsors, Purchaser and the Company and the are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 2nd, 2023 • Quantum FinTech Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (the “Agreement”) dated August 1, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), Quantum Ventures LLC, a Delaware limited liability company (the “Insider”), and Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”).
QUANTUM VENTURES LLCAdministration Services Agreement • May 18th, 2023 • Quantum FinTech Acquisition Corp • Blank checks
SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) pursuant to that certain Agreement and Plan of Merger, dated as of November 4, 2021 (as the same may be amended or supplemented from time to time, the “Transaction Agreement”), among Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), and TradeStation Group, Inc., a Florida corporation (“Target”), and TSG Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Target (“Merger Sub”), Subscriber desires to subscribe for and purchase from the Company, and the Company desires to sell to Subscriber, that number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Company Shares (as defined below) subscribed for by the undersigned being referred to herein as the “Purchase Price”)
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 17th, 2022 • Quantum FinTech Acquisition Corp • Blank checks • Wyoming
This AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2022 (this “Agreement”), by and among AtlasClear, Inc., a Wyoming corporation (“Clear”), Commercial Bancorp, a Wyoming corporation (“CB”), and, with respect to Section 6.16 only, Calculator New Pubco, Inc., a Delaware corporation (“New Pubco”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • November 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This Company Support Agreement (this “Agreement”), dated as of November 4, 2021, is entered into by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), TradeStation Group, Inc., a Florida corporation (the “Company”), and Monex Group, Inc., the sole shareholder of the Company (the “Shareholder”, and Quantum, the Company and the Shareholder, each a “Party”, and collectively, the “Parties”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 17th, 2022 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of November 16, 2022 and effective as of the Second Effective Time (as defined in the Business Combination Agreement (as defined below)) by and among Calculator New Pubco, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT WAIVERBusiness Combination Agreement Waiver • October 20th, 2023 • Quantum FinTech Acquisition Corp • Blank checks
This BUSINESS COMBINATION AGREEMENT WAIVER is made and entered into as of October 19, 2023 (this “Waiver”) by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”, and together with “Purchaser”, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement (as defined below).
amendMENT No. 2 to THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 10th, 2023 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 2 (this “Amendment”), dated as of August 8, 2023, to the Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
Quantum FinTech Acquisition CorporationAdministrative Services Agreement • February 10th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This letter agreement by and between Quantum FinTech Acquisition Corporation (the “Company”) and Quantum Ventures LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Quantum FinTech Acquisition CorporationAdministrative Services Agreement • January 29th, 2021 • Quantum FinTech Acquisition Corp • Blank checks • New York
This letter agreement by and between Quantum FinTech Acquisition Corporation (the “Company”) and Quantum Ventures LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
