STOCK PURCHASE AGREEMENT by and among WILSON-DAVIS & CO., INC., ALL OF ITS STOCKHOLDERS and ATLAS CLEAR CORP. April 15, 2022Stock Purchase Agreement • May 5th, 2023 • Calculator New Pubco, Inc. • Finance services
This STOCK purchase Agreement, dated as of April 11, 2022(this “Agreement”), by and between WILSON-DAVIS & CO., INC. a Utah corporation (the “Company”), those individuals and/or entities listed in Exhibit A attached hereto (collectively, the “Sellers,” and individually, a “Seller”) and ATLAS CLEAR CORP., a Delaware registered corporation (“Purchaser” and together with Sellers and the Company, the “Parties,” each a “Party”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2023 • Calculator New Pubco, Inc. • Finance services
This AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of June 15, 2022 (this “Amendment”), is entered by and between WILSON-DAVIS & 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:
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALEAssignment and Assumption Agreement and Bill of Sale • May 5th, 2023 • Calculator New Pubco, Inc. • Finance services • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE (this “Agreement”), dated as of November 16, 2022, is entered into by and among ATLAS FINTECH HOLDINGS CORP., a Delaware corporation (“Atlas Fintech”), Atlas Financial Technologies Corp., a Delaware corporation (“AFTC”, together with the Atlas Fintech, the “Transferors”, and each a “Transferor”), and ATLASCLEAR, INC., a Wyoming corporation (“Transferee”) (each of Transferor and Transferee, a “Party” and collectively, the “Parties”).
AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2023 • Calculator New Pubco, Inc. • Finance services
This AMENDMENT NO. 2 (this “Amendment”), dated as of November 15, 2022, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022 (as amended, the “Stock Purchase Agreement”), by and among WILSON-DAVIS & CO. INC., a Utah corporation (the “Company”), those individuals and/or entities listed in Exhibit A of the Stock Purchase Agreement (collectively, the “Sellers,” and individually, a “Seller”), and ATLASCLEAR, INC., a Wyoming corporation (inadvertently identified as “Atlas Clear Corp., a Delaware registered corporation” in the Stock Purchase Agreement) (“Purchaser” and together with Sellers and the Company, the “Parties” and each a “Party”). Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Stock Purchase Agreement.
