EX-2.1
from 8-K
98 pages
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, Inc., as the Company, Atlas Fintech Holdings Corp., as a Company Stockholder, and Robert McBey, as a Company Stockholder Dated as of November 16, 2022
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EX-2.1
from DEFA14A
98 pages
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, Inc., as the Company, Atlas Fintech Holdings Corp., as a Company Stockholder, and Robert McBey, as a Company Stockholder Dated as of November 16, 2022
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EX-2.1
from 8-K
9 pages
This Second Amendment to the Agreement and Plan of Merger, Dated April 28, 2022 (This “Amendment”), Is Entered Into by and Between Quantum Fintech Acquisition Corporation, a Delaware Corporation (“Quantum”), Tradestation Group, Inc., a Florida Corporation (The “Company”), and Tsg Merger Sub, Inc., a Delaware Corporation and a Direct, Wholly Owned Subsidiary of the Company (“Merger Sub”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on November 4, 2021, the Parties Hereto Entered Into the Agreement and Plan of Merger, and on December 17, 2021, the Parties Entered Into That First Amendment to the Agreement and Plan of Merger (Taken Together, the “Merger Agreement”). Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Amendment to Section 4.01(a). Section 4.01(a) Is Hereby Amended and Restated in Its Entirety as Follows
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EX-2.1
from DEFA14A
9 pages
This Second Amendment to the Agreement and Plan of Merger, Dated April 28, 2022 (This “Amendment”), Is Entered Into by and Between Quantum Fintech Acquisition Corporation, a Delaware Corporation (“Quantum”), Tradestation Group, Inc., a Florida Corporation (The “Company”), and Tsg Merger Sub, Inc., a Delaware Corporation and a Direct, Wholly Owned Subsidiary of the Company (“Merger Sub”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on November 4, 2021, the Parties Hereto Entered Into the Agreement and Plan of Merger, and on December 17, 2021, the Parties Entered Into That First Amendment to the Agreement and Plan of Merger (Taken Together, the “Merger Agreement”). Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Amendment to Section 4.01(a). Section 4.01(a) Is Hereby Amended and Restated in Its Entirety as Follows
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EX-2.1
from DEFA14A
3 pages
This First Amendment to the Agreement and Plan of Merger, Dated December 17, 2021 (This “Amendment”), Is Entered Into by and Between Quantum Fintech Acquisition Corporation, a Delaware Corporation (“Quantum”), Tradestation Group, Inc., a Florida Corporation (The “Company”), and Tsg Merger Sub, Inc., a Delaware Corporation and a Direct, Wholly Owned Subsidiary of the Company (“Merger Sub”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on November 4, 2021, the Parties Hereto Entered Into the Agreement and Plan of Merger (The “Merger Agreement”). Whereas, the Parties Hereto Desire to Amend the Terms of the Merger Agreement to Reflect Certain Changes to the Merger Agreement, Including Certain Changes to Exhibit B – Form of Amended and Restated Company Charter (“Exhibit B”), on the Terms and Conditions Set Forth in This Amendment. Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Amendment to Section 3.01(b). Section 3.01(b) Is Hereby Amended and Restated in Its Entirety as Follows
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