Browse EX-10 agreements

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).

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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).

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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).

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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).

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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).

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

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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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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

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(the “Company”)

AND:

Li Donghong

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(the “Participant”).

WHEREAS:

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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”.

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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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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

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(the “Participant”).

WHEREAS:

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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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CONSENT, WAIVER AND RATIFICATION OF HOLDERS OF SERIES D
CONVERTIBLE PREFERRED STOCK OF BOXLIGHT CORPORATION

Dated as of October 6, 2026

This CONSENT, WAIVER AND RATIFICATION (this “Consent”) is entered into by the undersigned holders of Series D Convertible Preferred Stock of Boxlight Corporation.

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