Browse EX-10 agreements

Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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FORM OF 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 (a) OpenPayd Global Holdings Limited, a Cayman Islands exempted company (the “Company”), (b) Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), (c) Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively, the “IPO Investment Banks”), (d) Anne Martina Limited (“Anne Martina”) and (e) Ozan Özerk, Iana Dimitrova and David Bull1 (the “OpenPayd Holders”). The Sponsor, the IPO Investment Banks, Anne Martina and the OpenPayd Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.8 or Section 5.15 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”. The Company, the Sponsor, the IPO Investment Banks, Anne Martina and the OpenPayd Holders are sometimes referred to herein individually as a “Party” and

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Execution Version

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is being executed and delivered as of June 1, 2026 by and among the undersigned (the “Subject Party”) in favor of and for the benefit of OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“Pubco”), Titan Acquisition Corp, a Cayman Islands exempted company (“Purchaser”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (together with its successors, the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2026, by and between (i) OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“Pubco”), and (ii) the undersigned (the “Holder”). Pubco and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, Titan Acquisition Corp, Pubco and OpenPayd Holdings Limited, among others, entered into a business combination agreement, dated [●], 2026 (the “Business Combination Agreement”), pursuant to which the parties thereto shall consummate a series of transactions, including the exchange of all of the Company Shares owned by the Holder into a corresponding number of Pubco Ordinary Shares determined in accordance with the Business Combination Agreement.

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Execution Version

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”) is made as of June 1, 2026 by and among (i) Titan Acquisition Corp, a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales with company registration number 11565881 (the “Company”), (iii) Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), (iv) OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“Pubco”) and (v) solely with respect to Section 3(i) and Section 6 hereof, Ozan Özerk (the “Key Company Shareholder”). The Purchaser, the Company, the Sponsor, Pubco and the Key Company Shareholder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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Execution Version

AMENDMENT TO SPONSOR LETTER AGREEMENT

This AMENDMENT TO SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of June 1, 2026 (the “Effective Date”), is made by and among Titan Acquisition Corp., a Cayman Islands exempted company (“Titan”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned “Insiders”. Titan, Sponsor, and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain letter agreement dated April 8, 2025 by and among the Sponsor, Titan and the Insiders (as therein defined) and directors (the “Letter Agreement”).

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Execution Version

KEY COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Key Company Shareholder Support Agreement (this “Agreement”) is made as of June 1, 2026 by and among (i) Titan Acquisition Corp, a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales with company registration number 11565881 (the “Company”), and (iii) Ozan Özerk, a Cypriot citizen (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

MASTER LENDER AGREEMENT

This Master Lender Agreement (“Agreement”) is made on this March 20, 2026 (“Effective Date”) by and between FalconX Charlie, Inc, (“Lender”), a corporation organized and existing under the laws of Delaware with its principal place of business at 1850 Gateway Drive, 6th floor San Mateo CA, 94404 US and Avalanche Treasury Company LLC (“Borrower”) a corporation residing and existing under the laws of Wilmington with its principal place of business at 413 W 14th Street, Suite #4633, Floor 2, New York, NY 10014.

Lender and Borrower are each individually, a “Party,” and collectively the “Parties.”

RECITALS

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LOAN TERM SHEET

This Loan Term Sheet dated 5/29/2026 (the “Loan Effective Date”) between FalconX Charlie, Inc (“Lender”) and Avalanche Treasury Company LLC (“Borrower”) and incorporates all of the terms of the Master Lender Agreement between Lender and Borrower on March 20, 2026 as per the following specific terms:

Lender:	FalconX Charlie, Inc.
Borrower:	Avalanche Treasury Company LLC
Loaned Assets:	$25,000,000
Loan Fee:	7.00% p.a.
Loan Type:	Open Loan
Collateral:	AVAX
Initial Collateral Ratio:	200%
Margin Call Limit:	180%
Liquidation Threshold/Default Limit:	160%
Refund Limit:	230%
Additional Terms:

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Date:	May 28, 2026
To:	FG Merger II Corp., a Nevada corporation (“FGMC”) and BOXABL Inc., a Nevada corporation (“Target”).
Address:	FGMC: 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143; Target: 5345 E. N. Belt Road, North Las Vegas, NV 89115
From:	Atsion Opportunity Fund LLC – Series 2 (“Seller”)
Re:	OTC Equity Prepaid Forward Transaction

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ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (the “Agreement”) is made by and among Atsion Opportunity Fund LLC – Series 2, a Delaware limited liability company (“Assignor”), FG Capital Partners, LLC, a Nevada limited liability company (the “Purchaser” or “Assignee”), FG Merger II Corp., a Nevada corporation (“Counterparty”) and BOXABL Inc., a Nevada corporation (“Target”) as of May 28, 2026. The Assignor, the Purchaser, the Counterparty and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”

RECITALS

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