AtlasClear Holdings Inc. Watch

from 8-K 12 pages 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”). Whereas, Calculator New Pubco, Inc., a Delaware Corporation (The “Borrower”), Has Entered Into That Certain Secured Convertible Promissory Note (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Note”) Dated as of the Effective Date in Favor of the Investor; Whereas, to Induce the Investor to Extend Credit to the Borrower as Set Forth in the Note, Each Guarantor Absolutely and Unconditionally Guarantees All of the Obligations (As Such Term Is Defined in the Note); and Whereas, Each Guarantor Has Agreed to Absolutely and Unconditionally, and Jointly and Severally, Guarantee the Obligations. Now Therefore, for Good and Valuable Consideration, the Receipt and Sufficiency of Which Hereby Are Acknowledged by the Parties Hereto, Each Guarantor Hereby Agrees as Follows: 1. Definitions. Capitalized Terms Used Herein but Not Otherwise Defined Herein Shall Have the Respective Meanings Ascribed to Such Terms in the Note