Exhibit 10.2


 


FORM OF DIRECTOR
AND/OR OFFICER


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of __________________, 2021, by and
between Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and ________________________
(“Indemnitee”).


 


WHEREAS,
at the request of the Company, Indemnitee is serving as a director and/or officer of the Company and may, therefore, be subjected to claims,
suits or proceedings arising as a result of his or her service; and


 


WHEREAS,
as an inducement to Indemnitee to continue to serve as such director and/or officer of the Company, the Company has agreed to indemnify
and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent
permitted by law; and


 


WHEREAS,
the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and
agree as follows:


 


Section
1. Definitions. For purposes of this Agreement:


 


(a) “Change
in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company
is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall
be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than any stockholder of the Company (and its affiliates) owning 10% or more of the Company’s voting
stock on the Effective Date, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding
securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such person’s attaining such percentage interest; (ii) there occurs a proxy/contest,
or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least
two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time,
a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election
by the Board of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least
two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was
previously so approved.


 






     


     


    

 


(b) “Corporate
Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate
investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving in such capacity at the request of the Company.  As a clarification and without limiting the circumstances in which
Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company (i)
if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (A) of which a majority
of the voting power or equity interest is or was owned directly or indirectly by the Company or (B) the management of which is controlled
directly or indirectly by the Company, or (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities,
Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its participants or beneficiaries,
including as a deemed fiduciary thereof.


 


(c) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
and/or advance of Expenses is sought by Indemnitee.


 


(d) “Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(e) “Expenses”
means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. 
Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation,
the premium for, security for and other costs relating to any cost bond, supersedes bond or other appeal bond or its equivalent.


 


(f) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor
in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements),
or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses
hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(g) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding, whether brought by
or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative
or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the Effective
Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.  If Indemnitee reasonably believes that a given
situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.


 






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Section
2. Services by Indemnitee.  Indemnitee serves or will serve in
the capacity or capacities set forth in the first WHEREAS clause above.  However, this Agreement shall not impose any independent
obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by
law or by other agreements or commitments of the parties, if any.  This Agreement shall not be deemed an employment contract between
the Company (or any other entity) and Indemnitee.


 


Section
3. General.  Subject to the limitations in Section 5,
the Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent
permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no
change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect
on the Effective Date. Subject to the limitations in Section 5, the rights of Indemnitee provided in this Section
3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification
permitted by the Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418 of the
MGCL.


 


Section
4. Standard for Indemnification.  Subject to the limitations in Section
5, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the
Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld or delayed) and all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing
evidence that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in
bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in
money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.


 


Section
5. Certain Limits on Indemnification.  Notwithstanding any other
provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:


 


(a) indemnification
hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding
not subject to further appeal, to be liable to the Company;


 


(b) indemnification
hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis
that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee,
whether or not involving action in Indemnitee’s Corporate Status;


 


(c)
indemnification hereunder for (i) an accounting of profits made from the purchase and sale  (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state
statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or
equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in
each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the  “Sarbanes-Oxley Act”), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
Act);


 






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(d) indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee against the Company, unless: (i) the Proceeding was brought
to enforce indemnification under this Agreement, and then only (A) to the extent in accordance with and as authorized by Section
12 of this Agreement and (B) if a court of competent jurisdiction has not determined that any of the material assertions made
by Indemnitee in such Proceeding were not made in good faith or were frivolous, or (ii) the Company’s charter or Bylaws, a resolution
of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the
Board of Directors to which the Company is a party expressly provide otherwise;


 


(e) indemnification
or advance of Expenses hereunder for amounts which have been paid to or on behalf of the Indemnitee under an insurance policy, or under
a valid and enforceable indemnity clause, bylaw or other agreement; or


 


(f) indemnification
or advance of Expenses hereunder to the extent it shall be determined by final judgment by a court having jurisdiction on the matter that
such indemnification is not lawful.


 


Section
6. Court-Ordered Indemnification.  Notwithstanding any other provision
of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may
order indemnification of Indemnitee by the Company in the following circumstances:


 


(a) if
such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b) if
such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable
for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court
shall deem proper.  However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability
shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.


 


Section
7. Indemnification for Expenses of an Indemnitee Who is Wholly or Partially
Successful.  Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that
Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding
and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable
and proportionate basis.  For purposes of this Section 7 and, without limitation, the termination, withdrawal or
dismissal, with or without prejudice, of any claim, issue or matter in such a Proceeding without any express finding of liability or guilt
against Indemnitee, shall be deemed to be a successful result as to such claim, issue or matter.


 






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Section
8. Advance of Expenses for Indemnitee.  If, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be, made a party to (or otherwise becomes a participant in) any Proceeding, the Company
shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance
all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. Such advance or advances shall be made within
ten days after the receipt by the Company of a statement or statements requesting such advance or advances from time to time, whether
prior to or after final disposition of such Proceeding, and may be in the form of, in the reasonable discretion of Indemnitee (but without
duplication), (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advancement to Indemnitee of funds in
an amount sufficient to pay such Expenses, or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses.  Such
statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied
by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification
by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially
the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time
of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the
Proceeding as to which it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has not been
met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement.  To
the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall
be allocated on a reasonable and proportionate basis.  The undertaking required by this Section 8 shall be an unlimited
general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay
such advanced Expenses and without any requirement to post security therefor.


 


Section
9. Indemnification and Advance of Expenses as a Witness or Other Participant. 
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate
Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and
to which Indemnitee is not a party, Indemnitee shall be advanced all Expenses and indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement
or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. 
Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee.  In connection with any such advance
of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit
A or in such form as may be required under applicable law as in effect at the time of execution thereof.


 


Section
10. Procedure for Determination of Entitlement to Indemnification.


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether
and to what extent Indemnitee is entitled to indemnification.  Indemnitee may submit one or more such requests from time to time
and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion.  The officer of the Company receiving
any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.


 






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(b) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has
occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which
Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii)
of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by the Board of Directors
acting in good faith by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then
by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors,
(B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved
by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board
of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by a majority of the members of the Board of Directors,
by the stockholders of the Company.  If it is so determined that Indemnitee is entitled to indemnification, the Company shall make
payment to Indemnitee within ten days after such determination.  Indemnitee shall cooperate with the person, persons or entity making
such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity
upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which
is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination in the discretion of the Board of
Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b).  Any Expenses incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless
therefrom.


 


(c) The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section
11. Presumptions and Effect of Certain Proceedings.


 


(a) In
making any determination with respect to entitlement to indemnification hereunder, the person or persons (including any court having jurisdiction
over the matter) making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall
have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption.


 


(b) The
termination of any Proceeding or of any claim, issue or matter therein, (i) by judgment, order or settlement does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification and (ii) by conviction, upon a plea
of nolo contendere or its equivalent, or by entry of an order of probation prior to judgment, creates a rebuttable presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c) The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee,
officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment
trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to
Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


Section
12. Remedies of Indemnitee.


 


(a) If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of
this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not
made pursuant to Sections 7 or 9 of this Agreement within ten days after receipt by the Company
of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws
of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee
shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification or advance of Expenses.  Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days
following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided,
however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section
7 of this Agreement.  Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws
rules) shall apply to any such arbitration.  The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 






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(b) In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled
to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.  If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or lapsed).  The Company shall, to the fullest extent not prohibited
by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all of the provisions of this Agreement.


 


(c) If
a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the
determination.


 


(d) In
the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in
arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee
in such judicial adjudication or arbitration.  If it shall be determined in such judicial adjudication or arbitration that Indemnitee
is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection
with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e) Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with
either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of
this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement
to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is
made to Indemnitee by the Company.


 


Section
13. Defense of the Underlying Proceeding.


 


(a) Indemnitee
shall notify the Company promptly in writing upon being served with or receiving any summons, citation, subpoena, complaint, indictment,
notice request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses
hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. 
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or
to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company
is thereby actually so prejudiced.


 






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(b) Subject
to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company
shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however,
that the Company shall notify Indemnitee of any such decision to defend within 15 days following receipt of notice of any such Proceeding
under Section 13(a) above.  The Company shall not, without the prior written consent of Indemnitee, which shall
not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise
of a claim against Indemnitee which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term
thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee.  This Section
13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.


 


(c) Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue
which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel
approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such
Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice,
subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. 
In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other
person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee
the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of
the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.


 


Section
14. Non-Exclusivity; Survival of Rights; Subrogation.


 


(a) The
rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the
stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise.  Unless consented
to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action
or inaction is raised prior or subsequent to such amendment, alteration or repeal.  No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right
or remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion of any right or remedy hereunder,
or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(b) In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section
15. Coordination of Payments.  The Company shall not be liable
under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to
the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 






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Section
16. Contribution.  If the indemnification provided in this Agreement
is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for failure to satisfy the standard of
conduct necessary for indemnification by the Company as authorized by law and by this Agreement or due to the provisions of Section
5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall contribute
to the amounts paid or payable by Indemnitee as a result of such Expenses in the Proceeding in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and Indemnitee on the other in connection with such action or inaction, or alleged action
or inaction, as well as any other relevant equitable considerations. For purposes of this Section 16, the relative fault shall
be determined by reference to, among other things, the fault of the Company and all of its directors, officers, employees and agents (other
than Indemnitee), as a group and treated as one entity, and such group’s relative intent, knowledge, access to information and opportunity
to have altered or prevented the action or inaction, or alleged action or inaction, forming the basis for the threatened, pending or contemplated
Proceeding, and Indemnitee’s relative fault in light of such factors on the other hand.


 


Section
17. Reports to Stockholders.  To the extent required by the MGCL,
the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to,
Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders
of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.


 


Section
18. Duration of Agreement; Binding Effect.


 


(a) This
Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer,
employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of
any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the
date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding
commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b) The
indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


(c) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


 


(d) The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult to ascertain, and further agree that such breach may cause Indemnitee irreparable harm.  Accordingly, the parties hereto
agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity
of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which Indemnitee may be entitled.  Indemnitee shall further be entitled to
such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertakings in connection therewith.  The Company acknowledges that, in the absence
of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such
a bond or undertaking.


 






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Section
19. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section
20. Identical Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and
the same Agreement.  One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence
the existence of this Agreement.


 


Section
21. Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


Section
22. Modification and Waiver.  No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise
expressly stated, shall such waiver constitute a continuing waiver.


 


Section
23. Notices.  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail
with postage prepaid, on the third business day after the date on which it is so mailed:


 


(a) If
to Indemnitee, to the address set forth on the signature page hereto.


 


(b) If
to the Company, to:


 


Chicago Atlantic
Real Estate Finance, Inc.


420 N. Wabash
Avenue, Suite 500


Chicago, IL 60611


Attn: Andreas
Bodmeier, Co-President


Email: abodmerier@chicagoatlantic.com


 


or to such other address
as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section
24. Nondisclosure of Payments. Except as expressly required by
federal securities laws or other applicable laws or regulations or by judicial process, Indemnitee shall not disclose any payments made
under this Agreement, whether indemnification or advancement of Expenses, unless prior written approval of the Company is obtained.


 


Section
25. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.


 


Section
26. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee
under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission has
taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal
legislation prohibits indemnification for certain violations of the Employee Retirement Income Security Act. Indemnitee understands and
acknowledges that the Company shall not be required to provide indemnification or advance Expenses in violation of any law or public policy.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[INDEMNITEE]
	 	 
	 	Name:	 
	 	Address:	 


 


SIGNATURE PAGE TO INDEMNIFICATION
AGREEMENT


 




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EXHIBIT A


 


FORM OF AFFIRMATION
AND UNDERTAKING 


TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors
of Chicago Atlantic Real Estate Finance, Inc.


 


Re: Affirmation
and Undertaking


 


Ladies and Gentlemen:


 


This
Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement, dated the day of _________________ 2021,
by and between Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and the undersigned
Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection
with [Insert Description of Proceeding] (the “Proceeding”).


 


Terms
used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I
am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. 
I hereby affirm my good faith belief that at all times, insofar as I was involved as a director and/or officer of the Company,
in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active and deliberate dishonesty, (2)
did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable
cause to believe that any act or omission by me was unlawful.


 


In
consideration of the advance of Expenses by the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection
with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established
that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services
or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly
reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings
have been established.


 


IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on ____ day of __________________, 20____.


 


	 	 	 
	 	[Name]	 


 


 


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