AMENDMENT TO STOCK PURCHASE AGREEMENT

Exhibit 10.10(a)

AMENDMENT TO STOCK PURCHASE AGREEMENT

This AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of June 15, 2022 (this “Amendment”), is entered by and between XXXXXX-XXXXX & CO., INC., a Utah corporation (the “Company”), those individuals and entities listed in Exhibit A attached hereto (collectively, the “Sellers”), and ATLASCLEAR, INC., a Delaware registered corporation (“Purchaser”), and together with Sellers and the Company, the “Parties,” and each a “Party”), on the following:

Premises

The Parties entered into that certain Stock Purchase Agreement dated April 15, 2022 (the “SPA”), pursuant to which Purchaser agreed to buy from the Sellers the outstanding equity securities of the Company, all on the terms and conditions set forth therein. The SPA provides, inter alia, for: (a) the purchase price to include a Goodwill Amount of $18,000,000; and (b) the right of the Sellers to terminate the SPA if they and the Company do not receive specified definitive agreements by June 15, 2022. The Parties now desire to amend the referenced provisions of the SPA.

Agreement

NOW THEREFORE, upon these premises, which are incorporated herein by reference, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.            Section 1.1 Certain Definitions is hereby amended by replacing the $18,000,000 amount in the definition of Goodwill Amount with $20,000,000.

2.            Section 9.1. Termination, subsection (a)(v)(B), is hereby amended by striking the existing language and inserting in lieu thereof the following:

(B)            by a majority in interest of the Sellers if they and the Company have not received from Purchaser, on or before July 30, 2022, complete and executed copies of the definitive operative agreements and related transactional documents providing for the SPAC’s termination of its SPAC status and the release of cash and marketable securities of $101,000,000 held in a trust account as of January 13, 2022, as reported in xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000000/000000000000000000/xx00-0.xxx, to fund the transactions contemplated by this Agreement, all in accordance with Rule 419 under the Securities Act; and

3.            Except as amended and modified as set forth above, the Parties ratify and confirm the SPA and agree that it remains in full force and effect and binding on the Parties.

(**signatures on following page**)

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

	The Company
		XXXXXX-XXXXX & CO., INC.
		By:	/s/ Xxxxxx XxXxx
		Name: Xxxxxx XxXxx
		Title: President

	The Purchaser
		ATLASCLEAR, INC.
		By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: CEO
	Sellers
		XXXXXXX PENSION TRUST/PROFIT SHARING PLAN
		By:	/s/ Xxxxx X. Xxxxxxx
			Xxxxx X. Xxxxxxx, Trustee
		XXXX X. XXXXX ESTATE
		By:	/s/ Xxxxx Xxxxx
			Xxxxx Xxxxx, Personal Representative
		/s/ Xxxx X. Xxxxx
		XXXX X. XXXXX, an individual
		/s/ Xxxxx X. Xxxx
		XXXXX X. XXXX, an individual
		/s/ Xxxxxxx Xxxxxx
		XXXXXXX XXXXXX, an individual
		XXXX HOLDINGS CORP.
		By:	/s/ Xxxx Xxxxxxx
			Xxxx Xxxxxxx, President

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