Browse EX-10 agreements

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NOTE: Certain identified information has been excluded from this exhibit and replaced with “[***]” because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

GRANT AGREEMENT

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UTIME Ltd.

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THIS GRANT AGREEMENT (“Grant Agreement”) is entered into as of the 17th day of September, 2026.

BETWEEN:

Utime Ltd., a company incorporated pursuant to the laws of the Cayman Islands

(the “Company”)

AND:

Li Donghong

(the “Participant”).

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WHEREAS:

A. The Company and the Participant previously entered into a Special Strategic Advisory Services Agreement dated September 8, 2026 (the “Services Agreement”), a copy of which is attached hereto as Exhibit A; and

B. Pursuant to the Services Agreement, the Participant agreed to provide certain strategic advisory services to the Company in exchange for compensation in the form of 600,000 shares of the Company’s Class A ordinary shares, $0.00000001 par value per share (“Ordinary Shares”); and

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NOTE: Certain identified information has been excluded from this exhibit and replaced with “[***]” because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

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Business Development Agreement

**EFFECTIVE DATE: **April 1, 2026

**TERM: **3 Years (April 1, 2026 — March 31, 2029)

**TOTAL AGREEMENT VALUE: **USD 3,000,000

This Business Development Agreement (hereinafter the “Agreement”) is entered into as of April 1, 2026 (the “Effective Date”), ****by and between:

**1. UTIME LIMITED, **UTime Limited, a Cayman Islands exempted company (hereinafter referred to as the “Company”);

**2. Keru JIANG **(individual, independent business development partner), with valid passport [***] (hereinafter referred to as the “BD Partner”).

The above two parties are collectively referred to as the “Parties”.

RECITALS

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NOTE: Certain identified information has been excluded from this exhibit and replaced with “[***]” because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

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Supplemental Agreement to Business Development Agreement

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**Effective Date: **July 1, 2026

**Primary Agreement Reference: **Business Development Agreement dated April 1, 2026 (the “Original Agreement”) between UTIME LIMITED and Keru JIANG

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**Purpose: **Modification of Payment Terms - S-8 Registered Stock Settlement (Unrestricted, Legend-Free, DRS-Eligible Shares)

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This Supplemental Agreement (the “Supplemental Agreement”) is entered into as of July 1, 2026 (the “Supplemental Effective Date”), ****by and between:

**1. UTIME LIMITED, **UTime Limited, a Cayman Islands exempted company (hereinafter referred to as the “Company”);

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**2. Keru JIANG **(individual, independent business development partner), with valid passport [***] (hereinafter referred to as the “BD Partner”).

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Exhibit 10.5

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NOTE: Certain identified information has been excluded from this exhibit and replaced with “[***]” because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

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GRANT AGREEMENT

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UTIME Ltd.

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THIS GRANT AGREEMENT (“Grant Agreement”) is entered into as of the 17th day of September, 2026.

BETWEEN:

Utime Ltd., a company incorporated pursuant to the laws of the Cayman Islands

(the “Company”)

AND:

Keru Jiang

(the “Participant”).

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WHEREAS:

A. The Company and the Participant previously entered into a Business Development Agreement dated April 1, 2026 (the “Business Development Agreement”), a copy of which is attached hereto as Exhibit A; and

B. The Company and the Participant later entered into a supplemental agreement to the Business Development Agreement (the “Supplemental Agreement”), a copy of which is attached hereto as Exhibit B; and

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Exhibit 10.1

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NOTE: Certain identified information has been excluded from this exhibit and replaced with “[***]” because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

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专项战略顾问服务协议

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SPECIAL STRATEGIC ADVISORY SERVICES AGREEMENT

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签署日期** / Date**	2026年 9 月 8 日 / September 8, 2026
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甲方** / Party A**	UTIME LIMITED
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GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED

LOCK-UP AGREEMENT

July [●], 2026

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong

Ladies and Gentlemen:

The undersigned understands that Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on [●], 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the Securities Purchase Agreement, providing for the private placement (the “Transaction”) of convertible notes and warrants (“Warrants”) to purchase Ordinary Shares, US$0.001 par value per share, of the Company (“Shares”), and that in connection therewith, the Company expects to enter into a registration rights agreement with the Purchasers.

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PLACEMENT AGENT AGREEMENT

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July [●], 2026

PERSONAL AND CONFIDENTIAL

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Dr. Chan Kam Biu Richard, Chief Executive Officer

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong

Re:	GCDT | PIPE Offering | Placement Agent Agreement

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Dear Dr. Richard:

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EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of July [●], 2026 (the “Execution Date”), by and between Green Circle Decarbonize Technology Ltd, a Cayman Islands exempted company (the “Company”), and Target Capital 1, LLC, an Arizona limited liability company (the “Investor”).

RECITALS

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 from the Company up to One Hundred Million U.S. Dollars (US$100,000,000.00) of the Company’s Ordinary Shares (as defined below);

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 the Investor hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

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ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) made as of July [●], 2026, by and among Green Circle Decarbonize Technology Ltd, (the “Issuer”), and Revere Securities LLC (the “Placement Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).

WITNESSETH:

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2026, between Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each 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, including Rule 506 promulgated thereunder, 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:

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [●], 2026, between Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), and Target Capital 1, LLC (the “Purchaser”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Securities Purchase Agreement”).

The Company and the Purchaser hereby agree as follows:

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Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into as of June 29, 2026 by and between:

Party A: Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company duly organized and existing under the laws of China, with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M;

Party B: Beijing Tongsheng Technology Co., Ltd., a limited liability company duly organized and existing under the laws of China, with its registered address at No. 1078, Building 1, No. A1 Pingfang, Hujialou Beili, Chaoyang District, Beijing (cluster registration), and unified social credit code 91110105MABR6BN869.

Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

1. Services

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