Amendment to Agreement and Plan of Merger Agreement and Plan of Merger, dated as of November 14, 2024, by and between the Company and Commercial Bancorp

That the parties expect to enter into a new and mutually agreed agreement for AtlasClear Holdings, Inc. to acquire the shares held by such shareholders of Commercial Bancorp. No Commercial Bancorp shareholder is required to agree to such amended or new agreement. Failure to enter into a new agreement or amendment to the Agreement shall constitute termination of the Agreement without liability.

AtlasClear Holdings, Inc., shall issue to the shareholders of Commercial Bancorp, without additional compensation, 500,000 shares of Class A Common Stock at execution of this agreement which will provide a 6-month extension to May 14, 2025. The shares will be issued in a timely manner and will be registered in the individual shareholders names of Commercial Bancorp. Commercial Bancorp will provide the exact amount to be assigned to each shareholder. The shares will be issued at today’s (November 14, 2024) market price of $.175. Previously issued shares (40,000) to the Commercial Bancorp shareholders shall be cancelled as if not issued.