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
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”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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”).
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.
