Click Holdings Ltd.

CLIKSEC EDGAR
6-K, Foreign issuer report
Important filing

Foreign issuer report

Exhibit: EX-10.1

This equity purchase agreement is entered into as of September 14, 2026 (this "Agreement"), by and between Click Holdings Limited, a British Virgin Islands company (the "Company"), and Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the "Investor", and collectively with the Company, the "Parties").
WHEREAS , the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to One Hundred Million Dollars ($100,000,000.00) of the Company's Ordinary Shares (as defined below);
NOW, THEREFORE , the Parties hereto agree as follows:
Section 1.1 DEFINED TERMS . As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"Advance" shall mean the right of the Company to require the Investor to purchase Ordinary Shares, subject to the terms and conditions of this Agreement.
"Advance Date" shall mean any Trading Day during the Commitment Period that an Advance Notice is deemed delivered pursuant to Section 2.2(b).
"Advance Notice" shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Advance Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.
"Advance Shares" shall mean all Ordinary Shares issued, or that the Company shall be entitled to issue, per any applicable Advance Notice in accordance with the terms and conditions of this Agreement.
"Agreement" shall have the meaning specified in the preamble hereof.
"Average Daily Trading Value" shall mean the greater of (i) 30% of the Average Daily Trading Value Lookback Amount or (ii) 30% of the Early Market Trading Value.
"Average Daily Trading Value Lookback Amount" shall mean the average trading volume of the Company's Ordinary Shares on the Principal Market during the seven (7) Trading Days immediately preceding the respective Advance Date (excluding the single highest volume Trading Day and the single lowest volume Trading Day from such calculation) multiplied by the lowest VWAP of the Company's Ordinary Shares on the Principal Market during the seven (7) Trading Days immediately preceding the respective Advance Date.
"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
"Claim Notice" shall have the meaning specified in Section 9.3(a).
"Investor Costs" shall mean all fees incurred by the Investor with respect to the Advance Shares, including but not limited to fees charged by or paid to any brokerage firm (including but not limited to commissions and related trading expenses), any clearing firm, and Transfer Agent fees, as well as attorney fees of $1,000 per Advance.
"Clearing Date" shall be the date on which the Investor receives the Advance Shares in its brokerage account so long as such Advance Shares are received on or before 1:00 p.m. Eastern time on such date, provided, however, that the Clearing Date shall instead be the Trading Day immediately following the date on which the Investor receives the Advance Shares in its brokerage account if such Advance Shares are received after 1:00 p.m. Eastern time on such date.
"Closing" shall mean one of the closings of a purchase and sale of Ordinary Shares pursuant to Section 2.3.
"Closing Date" shall mean the date of any Closing hereunder.
"Commitment Period" shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor shall have purchased Advance Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) thirty-six (36) months after the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Pricing Period or at any time that the Investor holds any of the Advance Shares), or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.
"Company" shall have the meaning specified in the preamble to this Agreement.
"Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
"Damages" shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and expenses of expert witnesses and investigation).
"Dispute Period" shall have the meaning specified in Section 9.3(a).
"DTC" shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
"DTC/FAST Program" shall mean the DTC's Fast Automated Securities Transfer Program.
"DWAC" shall mean Deposit Withdrawal at Custodian as defined by the DTC.
"DWAC Eligible" shall mean that (a) the Ordinary Shares are eligible at DTC for full services pursuant to DTC's Operational Arrangements, including, without limitation, transfer through DTC's DWAC system, (b) the Company has been approved (without revocation) by the DTC's underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Advance Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Advance Shares, as applicable, via DWAC.
"DWAC Shares" means Ordinary Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor's or its designee's specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
"Early Market Trading Value" shall mean the total trading volume of the Company's Ordinary Shares on the Principal Market during the period beginning at 4:00 a.m. Eastern time on the Advance Date and continuing until the time that the Advance Notice is delivered to the Investor on the Advance Date multiplied by the VWAP of the Company's Ordinary Shares on the Principal Market on the Trading Day immediately preceding the respective Advance Date.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Execution Date" shall mean the date of this Agreement.
"FINRA" shall mean the Financial Industry Regulatory Authority, Inc.
"Investment Amount" shall mean the Advance Shares referenced in the Advance Notice multiplied by the Purchase Price, minus the Investor Costs.
"Indemnified Party" shall have the meaning specified in Section 9.2.
"Indemnifying Party" shall have the meaning specified in Section 9.2.
"Indemnity Notice" shall have the meaning specified in Section 9.3(e).
"Initial Purchase Price" shall mean 90% of the VWAP of the Company's Ordinary Shares on the Principal Market on the Trading Day immediately preceding the respective Advance Date, as reported by Bloomberg or other reputable source designated by the Investor.
"Investor" shall have the meaning specified in the preamble to this Agreement.
"Lien" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
"Market Price" shall mean 90% of the lowest VWAP of the Company's Ordinary Shares on the Principal Market on any Trading Day during the Pricing Period, as reported by Bloomberg or other reputable source designated by the Investor, subject to adjustment as provided in this Agreement.
"Material Adverse Effect" shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.
The document is long, so only its first part is shown; the full text is in the official document.

Official document

Click Holdings Ltd., 6-KSEC EDGAR file no. 000149315226042774
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