Browse EX-10 agreements

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 1, 2026, is entered into by and between Generation Income Properties, Inc., a Maryland corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-11, No: 333-296210 (the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other securities, the common stock purchase warrants (the “Warrants”) and the common stock of the Company, par value $0.01 per share (“Common Stock”) issuable upon exercise of the Warrants;

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Date: ____________________, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

As an inducement to Maxim Group LLC (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”) for a public offering (the “Offering”) of certain securities (the “Securities”) of Generation Income Properties, Inc., a Maryland corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not without the prior consent of the Placement Agent:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2026, between Generation Income Properties, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), 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:

ARTICLE I. DEFINITIONS

1.1

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PLACEMENT AGENCY AGREEMENT

May 28, 2026

Generation Income Properties, Inc.

401 E. Jackson Street

Suite 3300

Tampa, FL 33602

Attn: David Sobelman

Dear Mr. Sobelman:

This placement agency agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Generation Income Properties, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement to certain purchasers (the “Purchasers”) of (i) up to an aggregate of 23,825,000 shares of the Company’s common stock (each a “Share” and collectively, the “Shares”), par value $0.01 per share (the “Common Stock”), each Share to be accompanied by one common warrant (each a “Common Warrant” and collectively, the “Common Warrants”) to purchase one share of Common Stock (each a “Common Warrant Share” and collectively, the “Common Warrant Shares”), at a purchase price of $0.21 per Share, and (ii) up to an aggregate of 23,825,000 pre-funded w

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REGISTRATION RIGHTS AGREEMENT

by and among

OCEANFIRST FINANCIAL CORP.

and

WPGG 14 ORION INVESTMENTS L.P.

WPFS II ORION INVESTMENTS L.P.

Dated as of June 1, 2026

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Table of Contents

				Page
Section 1. Definitions					1
Section 2. Registration Rights					5
		(a) Shelf Registration Statement			5
		(b) Right to Request Shelf Take-Down			6
		(c) Demand Registration Statement if Shelf Registration Statement Unavailable			7
		(d) Limitations on Shelf Take-Downs and Demand Registrations			7
		(e) Piggyback Registration			8
		(f) Selection of Underwriters; Right to Participate			8
		(g) Priority of Securities Offered Pursuant to Demand Registrations and Underwritten Shelf Take-Downs			9

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made as of the ___ day of _____, by and between Enviri II Corporation, a Delaware corporation (the “Corporation”), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the “Indemnified Representative” and, together with other persons who may execute similar agreements, as “Indemnified Representatives”).

WHEREAS, the Indemnified Representative currently is and will be in the future serving in one or more capacities as a director, officer, employee, or agent of the Corporation or, at the request of the Corporation, as a director, officer, employee, agent fiduciary, or trustee of, or in a similar capacity for, another corporation, partnership, joint venture, trust, employee benefit plan, or other entity, and in so doing is and will be performing a valuable service to or on behalf of the Corporation;

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Execution Version

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 1, 2026, is between CLEH, Inc., a Delaware corporation (“Company”), and Enviri II Corporation, a Delaware corporation (“Provider”). Each of Company and Provider is a “Party,” and together, are the “Parties.”

WHEREAS, Enviri Corporation, CLEH, Inc., Enviri LLC, Veolia Environnement S.A. (“Buyer”) and Liberty Merger Sub Inc. (“Merger Sub”) are parties to the Agreement and Plan of Merger dated as of November 20, 2025 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into CLEH, Inc., with CLEH, Inc. continuing as the surviving corporation and becoming a wholly owned Subsidiary of Buyer;

WHEREAS, the Merger Agreement contemplates that Company and Provider will enter into this Agreement for the provision of certain transitional services by Provider following the Closing, on the terms and subject to the conditions set forth herein.

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Execution Version

JOINDER AGREEMENT

JOINDER AGREEMENT (this “Agreement”), dated as of June 1, 2026, between Enviri II Corporation, a Delaware corporation (the “Company”), and Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Agent”).

WHEREAS, Enviri Corporation (F/K/A Harsco Corporation) (“Enviri”), the Issuing Lenders named therein, the Lenders party thereto, the other parties party thereto and the Agent are parties to the Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended, modified, extended or restated from time to time, the “Credit Agreement”);

WHEREAS, Enviri, the Guarantors party thereto and the Agent, are parties to the Guarantee and Collateral Agreement, dated as of December 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) under which Enviri and the Guarantors secure their respective obligations under the Credit Agreement and the other Loan Documents (the “Obligations”);

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DEBT CANCELLATION AND EXCHANGE AGREEMENT

This DEBT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), effective as of May 26, 2026, is made by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and each of the holders set forth Schedule I hereto (each, a “Holder” and, collectively, the “Holders”). The Company and the Holders are each individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”.

WHEREAS, on June 22, 2022, the Company issued an aggregate principal amount of $6,000,000 of Promissory Notes, dated June 22, 2022, as amended pursuant to the Allonge #1 to Promissory Note, effective as of September 30, 2023, and the Allonge #2 to Promissory Note, effective as of March 26, 2025 (each, a “Note” and, collectively, the “Notes”), to the Holders;

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note and Warrant Purchase Agreement, dated June 22, 2022, by and among the Company and the Holders;

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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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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

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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