Exhibit 10.14


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS
OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. MAKER MAY REQUIRE AN OPINION OF
COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE
WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


QUANTUM FINTECH ACQUISITION
CORPORATION

 PROMISSORY NOTE


 





	Principal Amount: Not to Exceed $480,000.00

 (See Schedule A)	Dated as of January 3, 2022


 


FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, Quantum Fintech Acquisition Corporation, a Delaware corporation
(the “Maker”), promises to pay to the order of Quantum Ventures LLC, a Delaware limited liability company, or its
registered assigns or successors in interest (the “Payee”), or order, the principal balance as set forth on Schedule
A hereto, in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto
to reflect all advances and readvances outstanding under this Note; provided that at no time shall the aggregate of all advances and
readvances outstanding under this Note exceed $480,000.00.
Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker and shall be set forth on Schedule A.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


 1. Definitions. The following definitions shall apply for all purposes of this Note:




 


“Business
Combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Maker and one or more businesses, including, the closing of that certain Agreement and Plan of Merger, dated
as of November 4, 2021, by and among the Maker, TSG Merger Sub, Inc., a Delaware corporation, and TradeStation Group, Inc., a Florida
corporation.


 


“Claim” has the meaning set forth
in Section 14 hereof.


 


“Event
of Default” has the meaning set forth in Section 6 hereof. “IPO” means Maker’s initial
public offering. “Letter Agreement” means the Letter Agreement, dated February 4, 2021, among the Maker
and Payee.


 


“Maker” has the meaning set forth
in the recitals hereof.


 




     


     


    

 


“Maturity Date”
means the earlier of (i) February 9, 2023 and (ii) the effective date of a Business Combination.


 


“Note” means this Promissory Note.


 


“Payee” has the meaning set forth
in the recitals hereof.


 


“Permitted Transfer”
means a transfer by Payee as a distribution to its partners, stockholders or members.


 


“Principal” has the meaning set
forth in the recitals hereof.


 


2. Principal.
On the Maturity Date, all unpaid principal under this Note shall be due and payable in full, unless accelerated upon the occurrence
of an Event of Default (as defined below). Any outstanding principal amount to date under this Note may be prepaid at any time by the
Maker, at its election and without penalty.


 


 3. Interest. No interest shall accrue on the unpaid balance of this Note.




 


4. Prepayment.
The Maker may not prepay this Note in whole or in part at any time without the advance written consent of the Payee which may be withheld
by the Payee for any reason or no reason.


 


5. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 


6. Events
of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the date specified above;


 


(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing; or


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive
days.


 


 7. Termination of Rights. All rights with respect to this Note shall terminate upon repayment.




 




    2


     


    

 


8. Remedies.




 


(a) Upon
the occurrence of an Event of Default specified in Section 6(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of the Payee.


 


9. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.


 


10. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


11. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


12. Construction.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WITHIN THE STATE OF NEW YORK.


 


13. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 




    3


     


    

 


14. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO
conducted by the Maker (including the deferred underwriters discounts and commissions) and from certain private placements occurring simultaneously
with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities
and Exchange Commission in connection with the IPO on February 5, 2021, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the trust account for any reason whatsoever.


 


15. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.


 


16. Successors
and Assigns. Subject to the restrictions on transfer in Sections 17 and 18 below, the rights and obligations of the Maker and the
Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by
operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


17.
Transfer of this Note. Prior to an Event of Default, neither this Note nor any rights hereunder may be assigned, conveyed or
transferred, in whole or in part, without the Maker’s prior written consent, which the Maker may withhold in its sole
discretion; provided, that (i) the Payee may make an assignment or transfer of this Note that constitutes as a Permitted
Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker
in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be
effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed
by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on
transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written
acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this
Note or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made
pursuant to this Section 17 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the
desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such
determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in
order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in
order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in
connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the
books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the
Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of
principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be
affected by notice to the contrary.


 


18. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee
has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.








 


[Signature Page Follows]


 




    4


     


    

 


IN WITNESS WHEREOF, the Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	QUANTUM FINTECH ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ John M. Schaible
	 	Name:	John M. Schaible
	 	Title:	Chief Executive Officer



 


Acknowledged and agreed as of the date first above written.


 


	QUANTUM VENTURES LLC	 
	By:	 	 
	 	 	 
	By:	/s/ Sandip I. Patel	
	Name: 	Sandip I. Patel	 
	Title:
	Manager

	 



 


[Signature Page to Promissory Note]


 




     


     


    

 


SCHEDULE A


 


Subject to the terms
and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth
in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 





	Date	 	Drawing	 	 	Description	 	Principal Balance	 
	Jan 3, 2022	 	$	160,000	 	 	Working Capital Loan	 	$	160,000	 
	March 10, 2022	 	$	26,145.28	 	 	Working Capital Loan	 	$	186,145.28	 
	March 14, 2022	 	$	55,955.56	 	 	Working Capital Loan	 	$	242,100.84