Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2026, by and among ChowChow Cloud International Holdings Ltd, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Regulation S (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

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SHARE PURCHASE AGREEMENT

 

For a Further Additional 4% of PredicXion Group Limited

Date: 18 June 2026

 

Parties

 

This Share Purchase Agreement (the “Agreement”) is made by and among:

 

1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);

 

2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and

 

3. The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”). Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.

 

Recitals

 

(A) The Buyer has previously agreed to acquire an initial equity interest in the Company, including an additional 4% equity interest under the Original SPA.

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), (ii) the Acquiror, (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger,

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CONSENT AND LIMITED WAIVER

 

This Consent and Limited Waiver (this “Consent”) is made as of June 17, 2026, by the undersigned director and/or officer (“Undersigned”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”).

 

WHEREAS, the Undersigned is entitled to exculpation from liability, indemnification, and reimbursement of expenses pursuant to the Maryland General Corporation Law (the “MGCL”), the Company’s Articles of Amendment and Restatement, as amended (the “Charter”), including Article V, and Article IX thereof, the Company’s Amended and Restated Bylaws (the “Bylaws”), and a Director and/or Officer Indemnification Agreement between the Company and the Undersigned (the “Indemnification Agreement”);

 

WHEREAS, the Company is in the process of electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by filing a notification of election on Form N-54A with the U.S. Securities and Exchange Commission (the “SEC”);

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), (ii) the Acquiror, (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger,

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CONSENT AND LIMITED WAIVER

 

This Consent and Limited Waiver (this “Consent”) is made as of June 17, 2026, by the undersigned director and/or officer (“Undersigned”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”).

 

WHEREAS, the Undersigned is entitled to exculpation from liability, indemnification, and reimbursement of expenses pursuant to the Maryland General Corporation Law (the “MGCL”), the Company’s Articles of Amendment and Restatement, as amended (the “Charter”), including Article V, and Article IX thereof, the Company’s Amended and Restated Bylaws (the “Bylaws”), and a Director and/or Officer Indemnification Agreement between the Company and the Undersigned (the “Indemnification Agreement”);

 

WHEREAS, the Company is in the process of electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by filing a notification of election on Form N-54A with the U.S. Securities and Exchange Commission (the “SEC”);

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Exhibit 10.25

 

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

 

This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) between Grace Therapeutics, Inc. (the “Company”) and Carrie D’Andrea (“Employee”) (together, the “Parties”).

 

RECITALS

 

WHEREAS, the Company and Employee are parties to that certain Letter Agreement dated November 12, 2025, as amended by Amendment No. 1 dated January 10, 2026 (the “Letter Agreement”);

 

WHEREAS, the Parties are ending their employment relationship and wish to establish mutually agreeable terms for Employee’s orderly transition and separation from the Company effective on the Separation Date (as defined below); and

 

WHEREAS, the Parties agree that the payments, benefits, and rights set forth in this Agreement shall be the exclusive payments, benefits, and rights due Employee.

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger,

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), (ii) the Acquiror, (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger

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CONSENT AND LIMITED WAIVER

 

This Consent and Limited Waiver (this “Consent”) is made as of June 17, 2026, by the undersigned director and/or officer (“Undersigned”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”).

 

WHEREAS, the Undersigned is entitled to exculpation from liability, indemnification, and reimbursement of expenses pursuant to the Maryland General Corporation Law (the “MGCL”), the Company’s Articles of Amendment and Restatement, as amended (the “Charter”), including Article V, and Article IX thereof, the Company’s Amended and Restated Bylaws (the “Bylaws”), and a Director and/or Officer Indemnification Agreement between the Company and the Undersigned (the “Indemnification Agreement”);

 

WHEREAS, the Company is in the process of electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by filing a notification of election on Form N-54A with the U.S. Securities and Exchange Commission (the “SEC”);

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