REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2024, is by and among Calculator New Pubco, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • Delaware
This Indemnification and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of February 9, 2024 (the “Effective Date”) by and between AtlasClear Holdings, Inc. (the “Company”), and ______________, [ ● ] of the Company (“Indemnitee”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • 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 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 PURCHASE AGREEMENT by and among WILSON-DAVIS & CO., INC., ALL OF ITS STOCKHOLDERS and ATLAS CLEAR CORP. April 15, 2022Stock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, 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 NO. 3 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This AMENDMENT NO. 3 (this “Amendment”), dated as of May 30, 2023, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022 and November 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.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, 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:
AMENDMENT NO. 6 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This AMENDMENT NO. 6 (this “Amendment”), dated as of November 22, 2023, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022, May 30, 2023, August 8, 2023 and November 6, 2023 (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.
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALEAssignment and Assumption Agreement and Bill of Sale • February 15th, 2024 • AtlasClear Holdings, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into and effective as of February 9, 2024 by and among AtlasClear Holdings, Inc. (f/k/a Calculator New Pubco, Inc.), a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC (the “Holder”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Note (as defined below).
AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, 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.
GUARANTYGuaranty • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • New York
This Guaranty (this “Guaranty”) is by and among the Guarantors identified on the signature page hereto and each other Person that becomes a party hereto pursuant to Section 19 (each a “Guarantor”; together, the “Guarantor(s)”), for the benefit of FUNICULAR FUNDS, LP (the “Investor”), and is dated as of February 9, 2024 (the “Effective Date”).
ContractAtlasClear Holdings, Inc. • February 15th, 2024 • Finance services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 4 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This AMENDMENT NO. 4 (this “Amendment”), dated as of August 8, 2023, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022 and May 30, 2023 (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.
PARENT GUARANTY AND REGISTRATION RIGHTS AGREEMENTParent Guaranty and Registration Rights Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This PARENT GUARANTY AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 9, 2024, by and between AtlasClear Holdings, Inc., a Delaware corporation f/k/a Calculator New Pubco, Inc. (the “Parent”), and the persons listed on the signature pages hereto under the heading “Holders” (the “Holders”).
AMENDMENT NO. 8 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • Delaware
THIS AMENDMENT NO. 8 (this “Amendment”), dated as of January 9, 2024, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022, May 30, 2023, August 8, 2023, November 6, 2023, November 22, 2023 and December 14, 2023 (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”), is entered into by and among the Company, Sellers, Purchaser and ATLASCLEAR HOLDINGS, INC., a Delaware corporation f/k/a Calculator New Pubco, Inc., pursuant to terms set forth in Section 2 below (the “Parent”, and together with Sellers, Purchaser and the Company, the “Parties” and each a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2024, between Quantum FinTech Acquisition Corporation, a Delaware corporation (“QFTA”), Calculator New Pubco, Inc., a Delaware corporation (the “Company”), and Funicular Funds, LP, a Delaware limited partnership (collectively, the “Purchaser” and collectively with the Company and QFTA, the “Parties”).
SOURCE CODE PURCHASE AND MASTER SERVICES AGREEMENTPurchase and Master Services Agreement • April 16th, 2024 • AtlasClear Holdings, Inc. • Finance services • Texas
This Source Code Purchase and Master Services Agreement (this “Agreement”) is made and entered into as of February 16, 2024 by and between PacSquare Technologies LLC, a Texas limited liability company (“PacSquare” and/or “Seller”) and AtlasClear, Inc., a Wyoming corporation (“AtlasClear” and/or “Buyer”). The Effective Date will be the later of the signing date or the closing date of the Merger of AtlasClear Inc. and Quantum Fintech Acquisition Co.
SECURITY AGREEMENT Dated as of February 9, 2024 among AtlasClear Holdings, Inc. (f/k/a Calculator New Pubco, Inc.) and Each Other Grantor From Time to Time Party Hereto and FUNICULAR FUNDS, LPSecurity Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services • New York
SECURITY AGREEMENT, dated as of February 9, 2024 (this “Agreement”), by and among AtlasClear Holdings, Inc. f/k/a Calculator New Pubco, Inc., a Delaware corporation (the “Borrower”), each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (the “Grantors”), and FUNICULAR FUNDS, LP, a Delaware limited partnership, or its registered assigns (the “Secured Party”).
AMENDMENT NO. 7 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This AMENDMENT NO. 7 (this “Amendment”), dated as of December 14, 2023, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022, May 30, 2023, August 8, 2023, November 6, 2023 and November 22, 2023 (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.
AMENDMENT NO. 9 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
THIS AMENDMENT NO. 9 (this “Amendment”), dated as of February 7, 2024, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022, May 30, 2023, August 8, 2023, November 6, 2023, November 22, 2023, December 14, 2023 and January 9, 2024 (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”), is entered into by and among the Company, Sellers, Purchaser, CALCULATOR NEW PUBCO, INC., a Delaware corporation to be renamed AtlasClear Holdings, Inc. ( “Parent”), and, solely for purposes of Section 2(b)(iii)(C), QUANTUM VENTURES LLC, a Delaware limited liability compa
AMENDMENT NO. 5 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 15th, 2024 • AtlasClear Holdings, Inc. • Finance services
This AMENDMENT NO. 5 (this “Amendment”), dated as of November 6, 2023, to the Stock Purchase Agreement, dated as of April 15, 2022, as amended on June 15, 2022, November 15, 2022, May 30, 2023 and August 8, 2023 (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.
