Exhibit 10.17


 


April 28, 2022


 


Quantum FinTech Acquisition Corporation





4221 W. Boy Scout Blvd.





Suite 300





Tampa, FL 33607


 


TradeStation Group, Inc.





8050 S.W. 10th Street, Suite 4000





Plantation, Florida 33324





Attention: John Bartleman; Marc Stone

E-mail: Jbartleman@TradeStation.com; Mstone@TradeStation.com


 


	Re:	Private Placement Warrants


 


Ladies and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Second Amendment
to the Agreement and Plan of Merger, dated as [ __ ], 2022 (the “Second Amendment”), which amends and supplements
that certain Agreement and Plan of Merger, dated as of November 4, 2021 (as amended by that First Amendment dated as of December 17,
2021) (collectively, the “Merger Agreement”), by and among 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”).
Article III of this Letter Agreement shall also serve to amend Section 1.6 of that certain Sponsor Support Agreement dated as
of November 4, 2021, by and among Quantum Ventures LLC, a Delaware limited liability company (the “Sponsor Holdco”),
Chardan Quantum LLC (“Chardan”), Quantum, the Company and certain other parties (the “Sponsor Support
Agreement”), it being understood that all other terms of the Sponsor Support Agreement shall remain unchanged and continue
in full force and effect. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Merger Agreement.


 


In order to induce the Company,
Quantum and Merger Sub to enter into the Second Amendment and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sponsor Holdco and Chardan each agree, as follows:


 


ARTICLE I


 


Sponsor
Holdco Acknowledgement and Forfeiture.


 


Section 1.1         Sponsor
Holdco hereby acknowledges that it is the record and beneficial owner of 4,922,500 Private Warrants (the “Sponsor Holdco Warrants”)
and that by virtue of the Merger Agreement and the anti-dilution adjustment mechanics of such Sponsor Holdco Warrants (the collectively,
the “Warrant Adjustment Provisions”), at the Effective Time, each such Sponsor Holdco Warrant will become a
warrant (a “Company Warrant”) exercisable for a number of shares of Company Common Stock equal to the lesser
of (i) 1.3727 and (ii) (A) the sum of (1) the Post-Redemption Quantum Public Share Number plus (2) 750,000 divided
by (B) the Post-Redemption Quantum Public Share Number (the “Exercisable Share Number”).


 


Exhibit A


 






     


     


    

 


Section 1.2          In
consideration for the Company’s, Quantum’s and Merger Sub’s entry into the Amendment, Sponsor Holdco desires to waive
and forgo any excess economic effects of the Warrant Adjustment Provisions that arise solely in connection with the consummation of the
transactions contemplated by the Merger Agreement and hereby acknowledges and agrees that, immediately prior to the Effective Time, Sponsor
Holdco will automatically be deemed to irrevocably transfer without further consideration to Quantum, and surrender and forfeit for no
additional consideration, a number of Sponsor Holdco Warrants equal to (i) (A) the difference between (1) Exercisable
Share Number minus (2) one (1), multiplied by (B) 4,922,500, divided by (ii) the Exercisable Share Number, rounded down
to the nearest whole warrant. For the avoidance of doubt, the calculation in this Section 1.2 shall in all cases be computed such
that, following the surrender and forfeiture contemplated herein, Sponsor Holdco shall have a number of Sponsor Holdco Warrants that
when exercised in full are exercisable for 4,922,500 shares of Company Common Stock.


 


ARTICLE II


 


CHARDAN
Acknowledgement and Forfeiture.


 


Section 2.1          Chardan
hereby acknowledges that it is the record and beneficial owner of 1,230,625 Private Warrants (the “Chardan Warrants”)
and that by virtue of the Warrant Adjustment Provisions, at the Effective Time, each such Chardan Warrant will become a Company Warrant
exercisable for the number of shares of Company Common Stock equal to the Exercisable Share Number.


 


Section 2.2          In
consideration for the Company’s, Quantum’s and Merger Sub’s entry into the Amendment, Chardan desires to waive and forgo
any excess economic effects of the Warrant Adjustment Provisions that arise solely in connection with the consummation of the transactions
contemplated by the Merger Agreement and hereby acknowledges and agrees that, immediately prior to the Effective Time, Chardan will automatically
be deemed to irrevocably transfer without further consideration to Quantum, and surrender and forfeit for no additional consideration,
a number of Chardan Warrants equal to (i) (A) the difference between (1) Exercisable Share Number minus (2) one (1),
multiplied by (B) 1,230,625, divided by (ii) the Exercisable Share Number, rounded down to the nearest whole warrant. For the
avoidance of doubt, the calculation in this Section 2.2 shall in all cases be computed such that, following the surrender and forfeiture
contemplated herein, Chardan shall have a number of Chardan Warrants that when exercised in full are exercisable for 1,230,625 shares
of Company Common Stock.


 






     


     


    

 


ARTICLE III


 


AMENDMENT
TO SPONSOR SUPPORT AGREEMENT.


 


Section 1.06 of the Sponsor
Support Agreement is hereby amended and restated in its entirety as follows:


 


“Section 1.6 Forfeiture.
Sponsor Holdco and Chardan hereby acknowledges and agrees that, immediately prior to the Effective Time, they shall automatically be deemed
to irrevocably transfer without further consideration to the Company, and surrender and forfeit for no consideration, a total of 1,460,554
shares of Quantum Common Stock (collectively, the “Forfeited Stock”) and that from and after such time the Forfeited Stock
shall be deemed to be cancelled and no longer outstanding.”


 


ARTICLE IV


 


Miscellaneous.


 


The provisions of Article III
of the Sponsor Support Agreement shall apply mutatis mutandis to this Agreement.


 


[Signature Page Follows.]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	QUANTUM VENTURES LLC
	 	 	 
	 	 	 
		By:	
	 	 	Name: 	John M. Schaible
	 	 	Title:	Chief Executive Officer



 


	 	CHARDAN QUANTUM LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	Jonas Grossman
	 	 	Title:	Managing Member





 


Exhibit A


 






     


     


    

 


	Agree to and Acknowledged:	 
	 	 
	 	 
	TRADESTATION GROUP, INC.	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	MONEX GROUP, INC.	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	QUANTUM FINTECH ACQUISITION CORPORATION	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 



 


Exhibit A