Browse EX-10 agreements

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2026, by and among (i) ST SPONSOR II LIMITED, a Cayman Islands exempted company (“Sponsor”), (ii) CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company (“SPAC”), and (iii) KQC QUANTUM, INC., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Parent, KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), KOREA QUANTUM COMPUTING CO., LTD. (“KQC Korea”), and Sponsor solely for the purposes specified therein, dated as of October 5, 2026 (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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This WARRANT INSTRUMENT (the “Instrument”) is dated _____________________.

PARTIES

(1)	CSLM III HOLDINGS, LTD, an exempted company limited by shares incorporated under the laws of the Cayman Islands with its registered office at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Company”); and

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FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among [PUBCO], a Cayman Islands exempted company limited by shares (“PubCo”) and the shareholder of PubCo listed on the signature pages hereto (the “Shareholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, the Shareholder owns certain equity interests in PubCo pursuant to the terms of the Business Combination Agreement.

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SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”) is made and entered into as of October 6, 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted limited liability company (the “Sponsor”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Sponsor are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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This WARRANT INSTRUMENT (the “Instrument”) is dated _____________________.

PARTIES

(1)	CSLM III HOLDINGS, LTD, an exempted company limited by shares incorporated under the laws of the Cayman Islands with its registered office at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Company”); and

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FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Agreement”) is made and entered into as of [●], 20[●], by and between [Merger Sub Name], a Cayman Islands exempted company (“Merger Sub”) (as applicable, the “Joining Party”), CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (“Acquiror”), and First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”).

Recitals

WHEREAS, the Acquiror and the Company are parties to that certain Business Combination Agreement, dated as of October 6, 2026 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, the Business Combination Agreement contemplates that, following the execution thereof, PubCo and Merger Sub will be formed and will become parties to the Business Combination Agreement;

WHEREAS, the Joining Party has been duly formed under the laws of its jurisdiction of organization; and

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) Nemi Limited (the “Requisite Company Shareholder”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Requisite Company Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [PUBCO], a Cayman Islands exempted company limited by shares with registration number 435166 (the “Pubco”), CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) each shareholder of the Company as set forth on Schedule A (each, a “Requisite Company Shareholder”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Requisite Company Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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Execution Version

LETTER OF INTENT

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October 2, 2026

SIM Acquisition Corp. I

Attn: Board of Directors

Re: Proposed Business Combination with American Industrial Technologies, Inc.

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Ladies and Gentlemen:

This Letter of Intent (this “Letter”) sets forth the principal terms pursuant to which American Industrial Technologies, Inc., a Nevada corporation formerly known as Q1 Holdings, Inc. (together with its subsidiaries to the extent reasonably applicable, the “Company”), proposes to consummate a business combination with SIM Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”) (the “Proposed Transaction”). SPAC and the Company are sometimes referred to herein individually as a **“Party” **and collectively as the “Parties.”

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This Letter replaces and supersedes in its entirety that certain non-binding Letter of Intent, dated April 26, 2026, between SPAC and the Company (the “Original Letter Agreement”).

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1. Transaction Overview.

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Exhibit 10.1

Execution Version

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of October 4, 2026 (this “Agreement”), is entered into by and between C.H. Robinson Worldwide, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (as defined below) (the “Stockholder”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).

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