Browse EX-10 agreements

#250 – 750 West Pender Street

Vancouver, BC, V6C 2T7

T/604-558-4300

January 1, 2025

Verdera Energy Corp.

#1200 – 750 West Pender Street

Vancouver, BC, V6C 2T8

Attention: Tim Gabruch, CEO and the Board of Directors

Dear Tim:

The purpose of this letter is to outline the nature of CrossDavis’ involvement with the financial statements of Verdera Energy Corp. (the “Company”) for future reporting periods of which the arrangements outlined in this letter will continue in effect from period to period and year to year unless changed by mutual agreement between CrossDavis and the Company. As agreed, we will assist management of the Company in preparing the “prepared by management” financial statements and the “prepared by management” management discussion and analysis from information provided by the Company. We will not perform an audit, review or compilation engagement on such information.

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EXHIBIT 10.20

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) dated as of May 8, 2026, by and between Black Titan Corporation, a Cayman Islands exempted company (“BTC” or the “Company”), and ARC Group International Limited (the “Purchaser”).

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 800 shares of Series B Preferred Shares on the terms set forth in the Certificate of Designation (as defined herein);

WHEREAS, the aggregate purchase price for the Series B Preferred Shares is $800,000;

WHEREAS, the Purchaser has paid $800,000 directly to David Lazar in satisfaction of an outstanding obligation of the Company owed to David Lazar, and such payment constitutes valid and sufficient consideration for the issuance of the Series B Preferred Shares;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE 1.

DEFINITIONS

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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;

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Exhibit 10.18

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026, by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the holder of registration rights under the Registration Rights Agreement (defined below) 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, on January 16, 2026, the Company agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) to the Holder pursuant to that certain Registration Rights Agreement, dated as of January 16, 2026 (the “Registration Rights Agreement”);

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Exhibit 10.17

FIRST AMENDMENT TO BLACK TITAN CORPORATION

SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SECURITIES PURCHASE AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026 (“Effective Date”), by and among Black Titan Corporation, a Cayman Islands exempted company (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, pursuant to Section 1(e) of the Purchase Agreement, the Holder may purchase at Additional Closings Additional Notes substantially in the form of Exhibit A to the Purchase Agreement;

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Exhibit 10.16

SETTLEMENT AND RELEASE AGREEMENT

This SETTLEMENT AND RELEASE AGREEMENT (“Agreement”), dated as of April 2, 2026, is entered into by and between Black Titan Corporation, as successor to Titan Pharmaceuticals, Inc. (the “Company”) and David Lazar (“Lazar,” together with the Company, the “Parties” and, each, a “Party”).

WHEREAS, the Parties entered into a certain Settlement Agreement and General Mutual Release dated April 2 (without a year) (the “Prior Settlement Agreement”);

WHEREAS, a dispute has arisen between the Parties regarding Lazar’s entitlement to the Special Bonus referenced in Section 1.b of the Prior Settlement Agreement (the “Special Bonus”); and

WHEREAS, the Parties have agreed to resolve their dispute regarding the Special Bonus pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and obligations herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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