Browse EX-10 agreements

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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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 EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

ELECTRIC SERVICE AGREEMENT

***

WITH

ONE BLOCKCHAIN, LLC

ELECTRIC SERVICE AGREEMENT

THIS AGREEMENT is made this 1st day of October, 2026 (the “Effective Date”), by and between ***, a *** Corporation (the “Company”), party of the first part, and ONE BLOCKCHAIN, LLC, a Delaware limited liability company (the “Customer”), party of the second part.

In consideration of the mutual covenants herein contained, the parties hereto, for themselves, their successors and assigns, do hereby agree that, subject to the following conditions, the Company shall sell and deliver electric power to the Customer, and the Customer shall purchase, receive, use and pay for same:

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Exhibit 10.3

EXECUTION VERSION

INVESTMENT MANAGEMENT AGREEMENT

dated as of May 27, 2026

by and between

BLACKROCK DLF 2026-C CLO, LLC, as Issuer

and

TENNENBAUM CAPITAL PARTNERS, LLC, as Investment Manager

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SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
SECTION 2.	APPOINTMENT; GENERAL DUTIES AND AUTHORITY OF THE INVESTMENT MANAGER	5
SECTION 3.	PURCHASE AND SALE TRANSACTIONS	13
SECTION 4.	SERVICES TO OTHERS; CERTAIN AFFILIATED ACTIVITIES	15
SECTION 5.	CONFLICTS OF INTEREST	21
SECTION 6.	RECORDS; CONFIDENTIALITY	23
SECTION 7.	ACTIONS OF THE INVESTMENT MANAGER	25
SECTION 8.	COMPENSATION AND EXPENSES	25
SECTION 9.	STANDARD OF CARE; BENEFIT OF THE AGREEMENT	28
SECTION 10.	LIMITS OF INVESTMENT MANAGER RESPONSIBILITY	28
SECTION 11.	NO JOINT VENTURE	31
SECTION 12.	TERM; REPLACEMENT OF THE INVESTMENT MANAGER	31
SECTION 13.	REMOVAL FOR CAUSE	33
SECTION 14.	OBLIGATIONS OF RESIGNING OR REMOVED INVESTMENT MANAGER	35

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.4

EXECUTION VERSION

May 27, 2026

[***]	[***]
[***]	[***]
[***]

Re:	Termination and Release of Security Interest

Ladies and Gentlemen:

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.2

Execution Version

INDENTURE

by and between

BLACKROCK DLF 2026-C CLO, LLC

Issuer

and

COMPUTERSHARE TRUST COMPANY, N.A.

Trustee

Dated as of May 27, 2026

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