Exhibit 10.16


 


TradeStation
Group, Inc.


8050
SW10th Street


Plantation,
FL 33324


 


December 13,
2021


 


Re:
Clarification of that certain Second Amended and Restated Executive Agreement (the “Agreement”), dated October 19,
2021, by and between the Executive signing below (“Executive”) and TradeStation Group, Inc.





 



 


Capitalized
terms used herein which are not herein defined have the same meanings given them in the Agreement. Reference is made to the Agreement,
and to that certain Agreement and Plan of Merger, dated as of November 4, 2021, by and among TradeStation Group, Inc., Quantum
FinTech Acquisition Corporation, and TS Merger Sub, Inc., as such agreement may be amended or otherwise modified from time to time
in accordance with its terms (the “Merger Agreement”), and the transactions contemplated thereby (the “Business
Combination”). The Business Combination is expected to be completed during the first half of the 2022 calendar year, and
it is uncertain whether such completion will occur before, on or after March 31, 2022 (at the time the Agreement was executed by
the parties, it was contemplated that the Business Combination would be completed on or prior to March 31, 2022).


 


For
the avoidance of doubt, and to clarify the operation of certain terms of the Agreement to give effect to the occurrence of the Business
Combination as a Qualifying Event (regardless of the precise date it occurs), as was contemplated by the parties at the time the Agreement
was executed:


 


1.   Business
Combination is a Qualifying Event Regardless of the Date it Occurs. The Business Combination constitutes a Qualifying Event for
all purposes of the Agreement, regardless of whether the Merger Agreement is consummated and the Business Combination is completed (and
TradeStation Group, Inc. becomes a listed company on NYSE or Nasdaq pursuant thereto) before, on or after March 31, 2022, and
shall continue to constitute a Qualifying Event for all purposes of the Agreement except only if, and unless and until, the Merger Agreement
is terminated in accordance with its terms on or before the Termination Date (as defined in the Merger Agreement and which, based on
such definition, is August 1, 2022) and therefore no Business Combination or listing pursuant to the Merger Agreement will occur.


 


2.   April 2021
LTI Award and Replacement Equity Award Grant. With respect to Section 5(b) of the Agreement, as long as the Merger
Agreement is consummated on or before the Termination Date and the Business Combination is completed (and TradeStation Group, Inc.
becomes a listed company on NYSE or Nasdaq pursuant thereto), the LTI Target Award with respect to the three-year Performance Cycle commencing
April 1, 2021 (the “April 2021 LTI Award”) shall, except only as set forth in the last sentence of
this paragraph, not be issued, and instead Executive shall receive in replacement thereof the portion of the Initial Equity
Awards consisting of the grant of RSUs and PSUs described in Section 6(b)(i), (ii) and (iii) of the Agreement (the “Replacement
Grant”). The Replacement Grant is, in all respects, in addition to, and separate from, the annual grant of equity-based
awards Executive is to be granted in the fiscal year ending March 31, 2023 (with measurement periods beginning April 1, 2022),
of a type or types, and in such amount or amounts, and pursuant to such vesting structures and other terms and conditions, as the Compensation
Committee shall approve. In the event the Merger Agreement is terminated on or before the Termination Date and therefore no Business
Combination or listing pursuant to the Merger Agreement will occur, reasonably promptly following such termination of the Merger Agreement
Executive shall be issued the April 2021 LTI Award.


 






    
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3.   Computation
of FYE 2022 Annual Bonus. With respect to the Annual Bonus Target Award and annual bonus amount payable for the fiscal year
ending March 31, 2022 (the “FYE 2022 Annual Bonus”), regardless of whether the Qualifying Event
consisting of the Merger/Business Combination/NYSE listing occurs before, on or after March 31, 2022 it shall be calculated and
paid pursuant to clause (b) of the definition of Annual Bonus Target Award in the Agreement (i.e., using the lower percentage
multiplier), provided that if the Merger Agreement is terminated on or before the Termination Date and therefore no Business
Combination or listing pursuant to the Merger Agreement will occur, Executive will be entitled to a FYE 2022 Annual Bonus as would
be calculated pursuant to clause (a) of the definition of Annual Bonus Target Award in the Agreement (i.e., using the higher
percentage multiplier), and, if the FYE 2022 Annual Bonus has already been paid pursuant to clause (b) of the definition prior
to termination of the Merger Agreement, then reasonably promptly following such termination of the Merger Agreement Executive shall
be paid any additional amount due after recalculating the FYE 2022 Annual Bonus under clause (a) of the definition.


 


Except
as set forth in this clarification letter, there are no further clarifications or modifications of the Agreement, which continues in
full force and effect in accordance with its terms.


 


TRADESTATION
GROUP, INC.


 





		By:	/s/ John
Bartleman	 
		 	John
Bartleman, President and Chief Executive Officer	 


 


EXECUTIVE:


 





		Signature:	/s/
    Takashi
Oyagi	 
		 	Takashi
Oyagi	 


 






    
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