Exhibit 10.19
FIRST AMENDMENT TO BLACK TITAN CORPORATION
SENIOR UNSECURED CONVERTIBLE NOTE
This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SENIOR UNSECURED CONVERTIBLE NOTE (THIS “AMENDMENT”), as issued by Black Titan Corporation (the “Company”) is made and effective as of May 11, 2026 (“Effective Date”), by and among the Company, and the signatory hereto (the “Holder”).
RECITALS
WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;
WHEREAS, Section 18 of the Note provides that, except for Section 3(d), which may not be amended, modified or waived by the parties to the Note, the prior written consent of the Required Holder (as defined in the Purchase Agreement) is required for any amendment, modification or waiver of the Note;
WHEREAS, the Company and the Holder party hereto desire to amend the Note on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties to this Amendment, each intended to be legally bound, hereby agree as follows:
Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Note.
…