Exhibit 10.1


 


April 28, 2022


 


Quantum FinTech Acquisition Corporation


4221 W. Boy Scout Blvd.


Suite 300


Tampa, FL 33607


 


		Re:	Amendment to Letter Re: Founder
Shares of Quantum FinTech Acquisition Corp. and other arrangements


 


Mr. Grossman:


 


This letter (this “Letter
Agreement Amendment”) is being delivered to you in order to memorialize a change in our understanding between Quantum FinTech
Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Quantum LLC, a Delaware limited liability
company (“you” or “Chardan”) regarding certain matters related to the Company’s
business combination with TradeStation Group, Inc. (the “Business Combination”) which was originally documents
in that certain Letter Agreement dated November 9, 2021 (the “Original Letter Agreement”).


 


As you recall, in the Original
Letter Agreement, the parties acknowledged that the Company’s “Sponsor” (i) was required to subject up to 798,894 shares
of Class B common stock to certain post-closing earn-out/forfeiture provisions (the “Earnout Shares”) and (ii)
was required to forfeit up to 1,610,554 shares of Class B common stock (the “Forfeited Share”) under the terms
of the original Business Combination Agreement (the “Original Business Combination Agreement”), dated November
4, 2021, by and among the Company and TradeStation Group, Inc. (“TSG”) and TSG Merger Sub, Inc. (“Merger
Sub”) and that in connection with the execution of the Original Business Combination Agreement, and certain other covenants
reflected in the Original Letter Agreement, Chardan agreed to surrender and forfeit for no consideration 322,111 of the Forfeited Shares
and to subject 159,779 of the Earnout Shares to certain post-closing earnout provisions described in Section 4.02 of the Original Business
Combination Agreement.


 


As you are aware, on the date
hereof, the Company, TSG and Merger Sub are entering into an amendment into the Business Combination Agreement (the “Merger
Agreement Amendment”) pursuant to which the number of Earnout Shares is being increased from 798,894 Earnout Shares to 948,894
Earnout Shares and the Company’s “Sponsor” is entering into a side letter (the “Side Letter”)
pursuant to which, among other things, the number of Forfeited Shares will be decreased from 1,610,554 Forfeited Shares to 1,460,554 Forfeited
Shares.


 


Solely in connection with the
requirements described in clauses (i) and (ii) of the first paragraph above with respect to the Business Combination which have been amended
by the terms of the Merger Agreement Amendment and the Side Letter, Chardan agrees to surrender and forfeit for no consideration 292,111
of the Forfeited Shares and to subject 189,779 of the Earnout Shares to those certain post-closing earnout provisions described in Section
4.02 of the Business Combination Agreement (as amended by the Merger Agreement Amendment).


 


Except as expressly amended by
the preceding paragraph, the terms of the Original Letter Agreement shall remain unchanged and continue in full force and effect.


 


[Signature Page
to Follow]


 




     


     

    

 


	 	Sincerely,
	 	 
	 	QUANTUM FINTECH
    ACQUISITION CORP.
	 	 	 
	 	By:  	/s/
John Schaible
	 	 	Name: 	John Schaible
	 	 	Title:   	Chief Executive Officer


 


	Acknowledged and Agreed:	 
	 	 
	CHARDAN QUANTUM LLC	 
	 	 	 
	By:	/s/
Jonas Grossman	 
	 	Name:  	Jonas Grossman	 
	 	Title: 	President	 


 


 

Exhibit A