Amendment No. 9 to Stock Purchase Agreement, dated as of February 7, 2024, by and among Wilson-Davis & Co. Inc., the individuals and entities listed in Exhibit A thereto and AtlasClear, Inc

Exhibit 10.10 (i)

AMENDMENT NO. 9 TO STOCK PURCHASE AGREEMENT

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 company (“Sponsor”, and together with Parent, Sellers, Purchaser and the Company, the “Parties” and each a “Party”), pursuant to terms set forth in Section 2 below. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Stock Purchase Agreement.

RECITALS

WHEREAS Section 12.1 of the Stock Purchase Agreement provides for the amendment of the Stock Purchase Agreement in accordance with the terms set forth therein;

WHEREAS Purchaser, Parent, Quantum FinTech Acquisition Corp., Calculator Merger Sub 1, Inc., Calculator Merger Sub 2, Inc., Atlas FinTech Holdings Corp. and Robert McBey entered into that certain Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”) providing for the acquisition by Parent of Quantum and the Company;

WHEREAS Purchaser, Sellers and Parent wish to renegotiate the principal terms of the Stock Purchase Agreement and the purchase and sale of the Company’s capital stock described therein;

WHEREAS the Parties desire to further amend the Stock Purchase Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

AMENDMENT

 (A)          Purchaser and Parent will pay, or cause to be paid, on a joint and several basis, to (1) the Sellers, on a pro rata basis based on their respective ownership percentage in the Company, an amount equal to twelve million dollars ($12,000,000) in immediately available funds (the “Cash Payment”) and (2) Glen Holdings, an amount equal to three million dollars ($3,000,000) via the issuance of (a) a short-term convertible promissory note in the form attached hereto as Exhibit A (the “Short-Term Convertible Promissory Note”) for the principal amount of $2,000,0000 and (b) a long-term convertible promissory note in the form attached hereto as Exhibit B (the “Long-Term Convertible Promissory Note”) for the principal amount of $1,000,000; provided, however, that Purchaser and Parent may, at their sole option, reduce the amount of the Cash Payment to eight million dollars ($8,000,000), subject to the provisions of Section 3.3(a)(iii)((C) below (the “Cash Reduction Election”).

(B)          Purchaser will issue additional Short-Term Convertible Promissory Notes to all Sellers, including Glen Holdings, in an aggregate principal amount of $3,000,000, on a pro rata basis based on their respective ownership percentage of the Company.

In addition to the above, Purchaser will issue additional Long-Term Convertible Promissory Notes to all Sellers, including Glen Holdings, for payment of the remaining balance of the Purchase Price on a pro rata basis based on their ownership percentage in the Company.

As an additional inducement to the Sellers to execute this Amendment, Parent and each Seller (as a Holder) will enter into a Parent Guaranty and Registration Rights Agreement substantially in the form attached hereto as Exhibit C.

The principal balance of the Short-Term Convertible Promissory Note and each of the Long-Term Convertible Promissory Notes shall be calculated based on the methodology and note face amounts described by Schedule 1.1, as adjusted for the Company’s financial information as of December 31, 2023. The execution and delivery of the Short-Term Convertible Promissory Note and each of the Long-Term Convertible Promissory Notes based on the Company’s financial information as of December 31, 2023 shall be a condition of closing of the Business Combination Agreement and the Stock Purchase Agreement.

(C)           (1)         If, and only if, Purchaser and Parent make the Cash Reduction Election, Sponsor shall assign and transfer, or cause to be assigned and transferred to the Sellers, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance) on a pro rata basis based on their respective ownership percentage in the Company, (aa) Founder Shares having an aggregate value of four million dollars ($4,000,000) (the “Consideration Shares”), calculated based on the VWAP for the five (5) Trading Days immediately preceding the Closing (the “Closing VWAP”) and (bb) additional Founder Shares having an aggregate value of two million dollars ($2,000,000) (the “Bonus Shares”), calculated based on the Closing VWAP. The Consideration Shares and the Bonus Shares will be registered on the Form S-4 previously filed by Parent and will not be subject to any lock-up restrictions.

(2)          Following the Closing and continuing until the six-month anniversary of the Closing (the “Measurement Date”), the Sellers may sell any or all of the Consideration Shares, in their discretion. If, prior to the Measurement Date, the Sellers have sold all of the Consideration Shares and have received aggregate gross proceeds of less than four million dollars ($4,000,000) (the “Gross Proceeds Shortfall”), the Sponsor shall, upon receipt of reasonable written evidence thereof, assign and transfer, or cause to be assigned and transferred to the Sellers, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), additional Founder Shares having a value (calculated based on the VWAP for the five (5) Trading Days immediately preceding the date of calculation) equal to the Gross Proceeds Shortfall, which the Sellers may sell (any such additional shares, the “Additional Shares”). This process may be repeated prior to the Measurement Date until the Sellers have received aggregate gross proceeds of at least four million dollars ($4,000,000) through the sale of the Consideration Shares and any Additional Shares (such proceeds, collectively, the “Sale Proceeds”).

(3)          If, as of the Measurement Date, the aggregate Sales Proceeds plus the value of any Consideration Shares and Additional Shares then held by the Sellers (calculated based on the VWAP for the five (5) Trading Days immediately preceding the Measurement Date) is less than four million dollars ($4,000,000), then Parent shall pay the difference to the Sellers, on a pro rata basis based on their respective ownership percentage in the Company, and the Sponsor shall have no obligation to assign and transfer, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), any additional Founder Shares. If, as of the Measurement Date, the aggregate Sales Proceeds plus the value of any Consideration Shares and Additional Shares then held by the Sellers (calculated based on the VWAP for the five (5) Trading Days immediately preceding the Measurement Date) is greater than four million dollars ($4,000,000), then the Sellers shall, jointly and severally, promptly assign and transfer back directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), to the Sponsor the excess Consideration Shares and/or Additional Shares.

(4)          Notwithstanding anything to the contrary herein, in no event shall the maximum number of Founder Shares required to be transferred by Sponsor hereunder (including Consideration Shares, Additional Shares and Bonus Shares) exceed 2,500,000. Until the obligation to transfer Additional Shares is satisfied, Sponsor will reserve such shares for possible future assignments and transfers, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), to the Sellers. In addition, in no event shall Sponsor transfer any founder shares to any Seller to the extent that such Seller would, as a result, own 10% or more of Parent’s outstanding shares of Common Stock (in which case Sponsor shall remain obligated to assign and transfer, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), the shares not transferred as a result of this sentence to such Seller if and when such Seller has reduced its holdings below 10%).

(v)

(A)          by a majority in interest of the Sellers and the Company if the Business Combination Agreement is terminated in accordance with its terms; and

(B)          by a majority in interest of the Sellers and the Company if the closing of the Business Combination Agreement and the Stock Purchase Agreement (and the payments required to the Sellers thereunder) do not occur on or before February 15, 2024.

ARTICLE II

MISCELLANEOUS

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.