BUSINESS COMBINATION AGREEMENT WAIVER
Exhibit 2.1
BUSINESS COMBINATION AGREEMENT WAIVER
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).
1. | Waiver. Each of the Parties hereby irrevocably waives the conditions set forth in Section 8.1(j) of the Business Combination Agreement. |
2. | Limited Effect. The Business Combination Agreement shall continue in full force and effect in accordance with its terms. By executing this Waiver, each of the Parties acknowledges that this Waiver has been executed and delivered in compliance with Section 11.9 of the Business Combination Agreement. Reference to this Waiver need not be made in the Business Combination Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Business Combination Agreement. |
3. | Incorporation by Reference. The provisions of Article XI of the Business Combination Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Waiver and the Parties hereto mutatis mutandis. |
[Signature Pages Follow]
1
QUANTUM FINTECH ACQUISITION CORPORATION | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | Chief Executive Officer | |
ATLASCLEAR, INC. | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxx | |
Title: | Chief Business Development Officer |
[Signature Page to Waiver Letter to Business Combination Agreement]