Equity Purchase Agreement and Registration Rights Agreement

Click Holdings Limited entered into an Equity Purchase Agreement with Crom Structured Opportunities Fund I, LP, allowing the company to issue and sell its Class A ordinary shares to the investor over a commitment period of up to 36 months, with an aggregate purchase price of up to $100,000,000. The company also entered into a Registration Rights Agreement, requiring it to file a registration statement with the SEC covering the securities. The agreement details the mechanics of share purchases, including minimum and maximum amounts, pricing based on VWAP, and conditions for both parties. It also outlines representations and warranties, covenants, and indemnification clauses. The company agrees to reserve shares, maintain quotation on the Principal Market, and refrain from entering into similar equity lines or variable rate transactions without investor consent. Conditions for share purchase include accuracy of representations, performance of covenants, effectiveness of the registration statement, and absence of adverse changes or trading suspensions.