Titan Acquisition Corp.

Current report (Form 8-K) · Jun 1, 2026 · Material agreement · Investor press release · Financial statements

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TACH

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Material agreement

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Jun 1, 2026

Filing summary Workforce analysis SEC documents(35)Filing text Exhibits(4)

EX-99.1 · titanacq_ex99-1.htm

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EX-99.1

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titanacq_ex99-1.htm

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EX-99.1 · titanacq_ex99-1.htm EX-99.1 9 titanacq_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 OpenPayd Targets Nasdaq Listing at Unicorn Valuation ● OpenPayd, a global leader in financial infrastructure, to join the U.S. public market as the Company pioneers the convergence of traditional finance and stablecoins ● Merger with Titan Acquisition Corp. expected to accelerate OpenPayd’s next chapter of growth ● Transaction values OpenPayd at an equity value of $1.145 billion on pro-forma basis LONDON & NEW YORK — June 01, 2026 — OpenPayd (“OpenPayd” or the “Company”), a global financial infrastructure platform for programmable money movement, and Titan Acquisition Corp. (“Titan”) (Nasdaq: TACHU), a special purpose acquisition company focused on high-growth fintechs, today announced that they have entered into a definitive business combination agreement. Upon completion of the transaction, OpenPayd will become a publicly listed company on Nasdaq under the ticker symbol “OP.” OpenPayd’s financial infrastructure platform operates at the intersection of traditional finance and digital assets, enabling businesses to move and manage money seamlessly across fiat rails, blockchain networks and stablecoins. Through a single API, businesses access global accounts, real-time payments and trading, enabling them to scale across borders. The Company’s extensive regulatory footprint across the United States, United Kingdom, European Economic Area, Canada and South Africa, together with its integrations into global payment rails, banks and stablecoin issuers, enables customers to orchestrate money movement seamlessly across markets, rails and assets through a single platform. OpenPayd serves more than 1,100 customers across 180 countries worldwide, including blue-chip clients such as eToro and Kraken. Upon closing, OpenPayd is expected to receive up to $276 million in gross proceeds from Titan’s trust account, assuming no redemptions by Titan’s public shareholders. The capital is intended to strengthen the Company’s balance sheet and accelerate the expansion of its financial infrastructure capabilities, positioning OpenPayd to capitalize on growing demand for integrated fiat and stablecoin payment orchestration and to lead the emerging market for agentic payments. The transaction is expected to extend OpenPayd’s position as a market leader and allow the Company to further scale its proven operating model by investing in its technology, people and regulatory compliance, including licenses. OpenPayd plans to expand geographically, with immediate focus on scaling operations in the United States and on bolstering product and regulatory capabilities. OpenPayd maintains a strong financial profile and, as of March 2026, generated more than $85 million in annualized recurring revenue. OpenPayd processes more than $240 billion in annualized transaction volume and is well-positioned to capture an increasing share in the rapidly evolving global payments market. “This transaction marks a significant milestone in our journey and reflects the scale of our platform, our regulatory strength, and our ability to deliver profitable growth at scale. As global financial infrastructure undergoes rapid transformation, OpenPayd has become a trusted partner for modern money movement and we look forward to continuing to support our clients globally,” said Iana Dimitrova, Chief Executive Officer of OpenPayd. “We believe the next decade of finance will not be defined by faster cards or cheaper wires — it will be defined by money that moves on its own. Autonomous agents are already making decisions; the infrastructure beneath them must keep pace. OpenPayd exists to be that infrastructure — the operating system connecting traditional financial rails with programmable, blockchain-native networks, so that intelligent systems can transact as fluently as humans do today. We have spent years building toward this convergence. We believe going public can give us the capital and the mandate to own it,” said Ozan Ozerk, Founder of OpenPayd. Frank Mastrangelo, Chairman & Chief Executive Officer of Titan, said , “We are thrilled to partner with OpenPayd, a high-growth, profitable and innovative financial infrastructure platform and an early mover in a massive marketplace. We believe the growing institutional adoption of digital assets, increasingly pro-innovation regulatory frameworks, and rising demand for integrated fiat-to-digital infrastructure, underscored by recent signals from the U.S. Federal Reserve and mainstream financial institutions, position OpenPayd for long-term success. As what we believe to be, the first publicly traded, pure-play global payments infrastructure platform at the intersection of traditional finance and digital assets, we believe OpenPayd has an opportunity to define this category and play an integral role in the future of payments.” The transaction has been unanimously approved by the boards of directors of both OpenPayd and Titan and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Titan’s shareholders. Additional details regarding the proposed transaction, including a copy of the Business Combination Agreement and other related documents will be included in a Current Report on Form 8-K to be filed by Titan with the U.S. Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov. Anne Martina serves as lead M&A advisor, A&O Shearman serves as legal counsel, Deloitte serves as financial auditors, and Burson Buchanan serves as strategic communications advisor to OpenPayd. Winston & Strawn serves as legal counsel to Titan. Cantor Fitzgerald & Co. is acting as capital markets advisor to Titan Acquisition Corp. About OpenPayd: OpenPayd is building the universal financial infrastructure for the digital economy. The Company’s rails-agnostic platform enables businesses to move and manage money globally – across fiat and digital assets – through a single, powerful API. OpenPayd provides embedded accounts, FX, domestic and international payments, Open Banking, and stablecoin on/off ramps – delivering interoperability between traditional finance and digital assets. With one of the most comprehensive banking networks in the market, OpenPayd enables real-time money movement, everywhere. Trusted by global brands including eToro, Kraken, OKX, and B2C2, the Company processes more than $240 billion in annual volumes for over 1,100 businesses. OpenPayd is the infrastructure layer powering the next generation of financial services. About Titan : Titan Acquisition Corp. is a special purpose acquisition company with a focused mandate to partner with high-growth fintech and financial technology businesses through a merger, share exchange, asset acquisition or similar business combination. Titan is led by an experienced team with a strong track record across SPAC transactions, capital markets and financial services, bringing deep expertise in structuring, execution and scaling public companies. Backed by extensive relationships across institutional investors, banking and the broader fintech ecosystem, Titan is positioned to support companies seeking accelerated access to the U.S. public markets and long-term growth as publicly traded businesses. For more information please visit: https://www.titan-spac.com. Contacts For OpenPayd: Michael Treacy Michael.treacy@openpayd.com Burson Buchanan openpayd@bursonbuchanan.com For Titan Acquisition Corp.: Adeel Rouf Email: adeel@Titan-spac.com 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” plan,” project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding expectations of OpenPayd or Titan concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible, assumed, estimated or expected future operations and future financial performance of OpenPayd. Forward-looking statements also include statements regarding the expected benefits of the proposed transaction. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management of Titan, OpenPayd and Titan Acquisition Sponsor Holdco LLC (the “Sponsor”) and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Titan, OpenPayd and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Titan’s final prospectus relating to its initial public offering dated April 8, 2025, its subsequent filings with the SEC and in the definitive proxy statement to be delivered to Titan’s shareholders and related registration statement on Form F-4, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Titan. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could materially and adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to OpenPayd; any downturn or volatility in economic conditions, including inflation; risks related to the rollout of OpenPayd’s business and the timing of expected business milestones, and to relationships with customers; the effects of competition on OpenPayd’s future business; risks related to OpenPayd’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against it; disruption of OpenPayd’s relationships with its customers, business partners and others resulting from the announcement of the proposed transaction; the amount of redemption requests made by Titan’s public shareholders; the ability of Titan or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future. If any of these risks materialize or OpenPayd’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Titan nor OpenPayd presently know or that they currently believe are immaterial that could also cause actual results to differ, potentially materially, from those contained in or implied by the forward-looking statements. In addition, forward-looking statements reflect Titan’s and OpenPayd’s expectations, plans or forecasts of future events and views as of the date of this press release. There may be additional risks that Titan and OpenPayd do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. While Titan or OpenPayd may elect to update these forward-looking statements at some point in the future, Titan and OpenPayd specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Titan’s or OpenPayd’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. 3 Annual Recurring Revenue This press release includes Annual Recurring Revenue (“ARR”), which is a key performance measure used by management to monitor the growth and trajectory of OpenPayd’s business. OpenPayd defines ARR as total company revenue in each month multiplied by twelve (12). In this instance, ARR is calculated as OpenPayd’s total revenue for March 2026 multiplied by twelve (12). ARR is presented as a supplemental operational metric and is not a measure of financial performance prepared in accordance with IFRS. ARR should be viewed independently of, and not as a substitute for or combined with, revenue, deferred revenue or any other measure presented in OpenPayd’s financial statements. ARR does not represent OpenPayd’s revenue under IFRS on an annualized basis and is not a forecast of future revenue, which can be impacted by, among other things, contract start and end dates, customer renewal rates, transaction volumes, foreign exchange and other factors. Investors should not place undue reliance on ARR as an indicator of OpenPayd’s future or expected results. ARR does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. There is no IFRS measure that is directly comparable to ARR, and accordingly OpenPayd has not reconciled ARR in this press release to any IFRS financial measure. Important Information For Investors and Stockholders In connection with the proposed business combination, Titan intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus relating to the proposed business combination. Titan will mail the definitive proxy statement/prospectus to its stockholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND STOCKHOLDERS OF TITAN ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and stockholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and other documents containing important information about Titan and OpenPayd, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Titan when and if available may be obtained free of charge from Titan’s website at https://www.titan-spac.com or by directing a written request to Titan Acquisition Corp. at the address set forth on the cover of Titan’s filings with the SEC. Participants in Solicitation Titan, OpenPayd and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders in connection with the proposed transaction. Titan shareholders and other interested persons may obtain more detailed information regarding the directors, managers and officers of Titan in Titan’s filings with the SEC, which may be obtained, without charge, on the website maintained by the SEC at www.sec.gov. Additional information will be available in the definitive proxy statement included in the registration statement when it becomes available. No Offer or Solicitation This press release relates to the proposed transaction and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law. 4

Document text

EX-99.1 · titanacq_ex99-1.htm

EX-99.1
 9
 titanacq_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 OpenPayd Targets Nasdaq Listing at Unicorn Valuation

 ●
 OpenPayd, a global leader in financial infrastructure, to join the U.S. public market as the Company pioneers the convergence of traditional finance and stablecoins

 ●
 Merger with Titan Acquisition Corp. expected to accelerate OpenPayd&rsquo;s next chapter of growth

 ●
 Transaction values OpenPayd at an equity value of $1.145 billion on pro-forma basis

 LONDON & NEW YORK &mdash; June 01, 2026 &mdash; OpenPayd (&ldquo;OpenPayd&rdquo; or the &ldquo;Company&rdquo;), a global financial infrastructure platform for programmable money movement, and Titan Acquisition Corp. (&ldquo;Titan&rdquo;) (Nasdaq: TACHU), a special purpose acquisition company focused on high-growth fintechs, today announced that they have entered into a definitive business combination agreement. Upon completion of the transaction, OpenPayd will become a publicly listed company on Nasdaq under the ticker symbol &ldquo;OP.&rdquo;

 OpenPayd&rsquo;s financial infrastructure platform operates at the intersection of traditional finance and digital assets, enabling businesses to move and manage money seamlessly across fiat rails, blockchain networks and stablecoins. Through a single API, businesses access global accounts, real-time payments and trading, enabling them to scale across borders.

 The Company&rsquo;s extensive regulatory footprint across the United States, United Kingdom, European Economic Area, Canada and South Africa, together with its integrations into global payment rails, banks and stablecoin issuers, enables customers to orchestrate money movement seamlessly across markets, rails and assets through a single platform. OpenPayd serves more than 1,100 customers across 180 countries worldwide, including blue-chip clients such as eToro and Kraken.

 Upon closing, OpenPayd is expected to receive up to $276 million in gross proceeds from Titan&rsquo;s trust account, assuming no redemptions by Titan&rsquo;s public shareholders. The capital is intended to strengthen the Company&rsquo;s balance sheet and accelerate the expansion of its financial infrastructure capabilities, positioning OpenPayd to capitalize on growing demand for integrated fiat and stablecoin payment orchestration and to lead the emerging market for agentic payments.

 The transaction is expected to extend OpenPayd&rsquo;s position as a market leader and allow the Company to further scale its proven operating model by investing in its technology, people and regulatory compliance, including licenses. OpenPayd plans to expand geographically, with immediate focus on scaling operations in the United States and on bolstering product and regulatory capabilities.

 OpenPayd maintains a strong financial profile and, as of March 2026, generated more than $85 million in annualized recurring revenue. OpenPayd processes more than $240 billion in annualized transaction volume and is well-positioned to capture an increasing share in the rapidly evolving global payments market.

 &ldquo;This transaction marks a significant milestone in our journey and reflects the scale of our platform, our regulatory strength, and our ability to deliver profitable growth at scale. As global financial infrastructure undergoes rapid transformation, OpenPayd has become a trusted partner for modern money movement and we look forward to continuing to support our clients globally,&rdquo; said Iana Dimitrova, Chief Executive Officer of OpenPayd.

 &ldquo;We believe the next decade of finance will not be defined by faster cards or cheaper wires &mdash; it will be defined by money that moves on its own. Autonomous agents are already making decisions; the infrastructure beneath them must keep pace. OpenPayd exists to be that infrastructure &mdash; the operating system connecting traditional financial rails with programmable, blockchain-native networks, so that intelligent systems can transact as fluently as humans do today. We have spent years building toward this convergence. We believe going public can give us the capital and the mandate to own it,&rdquo; said Ozan Ozerk, Founder of OpenPayd.

 Frank Mastrangelo, Chairman & Chief Executive Officer of Titan, said , &ldquo;We are thrilled to partner with OpenPayd, a high-growth, profitable and innovative financial infrastructure platform and an early mover in a massive marketplace. We believe the growing institutional adoption of digital assets, increasingly pro-innovation regulatory frameworks, and rising demand for integrated fiat-to-digital infrastructure, underscored by recent signals from the U.S. Federal Reserve and mainstream financial institutions, position OpenPayd for long-term success. As what we believe to be, the first publicly traded, pure-play global payments infrastructure platform at the intersection of traditional finance and digital assets, we believe OpenPayd has an opportunity to define this category and play an integral role in the future of payments.&rdquo;

 The transaction has been unanimously approved by the boards of directors of both OpenPayd and Titan and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Titan&rsquo;s shareholders. Additional details regarding the proposed transaction, including a copy of the Business Combination Agreement and other related documents will be included in a Current Report on Form 8-K to be filed by Titan with the U.S. Securities and Exchange Commission (the &ldquo;SEC&rdquo;) and will be available at www.sec.gov.

 Anne Martina serves as lead M&A advisor, A&O Shearman serves as legal counsel, Deloitte serves as financial auditors, and Burson Buchanan serves as strategic communications advisor to OpenPayd. Winston & Strawn serves as legal counsel to Titan. Cantor Fitzgerald & Co. is acting as capital markets advisor to Titan Acquisition Corp.

 About OpenPayd:

 OpenPayd is building the universal financial infrastructure for the digital economy. The Company&rsquo;s rails-agnostic platform enables businesses to move and manage money globally &ndash; across fiat and digital assets &ndash; through a single, powerful API. OpenPayd provides embedded accounts, FX, domestic and international payments, Open Banking, and stablecoin on/off ramps &ndash; delivering interoperability between traditional finance and digital assets. With one of the most comprehensive banking networks in the market, OpenPayd enables real-time money movement, everywhere. Trusted by global brands including eToro, Kraken, OKX, and B2C2, the Company processes more than $240 billion in annual volumes for over 1,100 businesses. OpenPayd is the infrastructure layer powering the next generation of financial services.

 About Titan :

 Titan Acquisition Corp. is a special purpose acquisition company with a focused mandate to partner with high-growth fintech and financial technology businesses through a merger, share exchange, asset acquisition or similar business combination. Titan is led by an experienced team with a strong track record across SPAC transactions, capital markets and financial services, bringing deep expertise in structuring, execution and scaling public companies. Backed by extensive relationships across institutional investors, banking and the broader fintech ecosystem, Titan is positioned to support companies seeking accelerated access to the U.S. public markets and long-term growth as publicly traded businesses. For more information please visit: https://www.titan-spac.com.

 Contacts

 For OpenPayd:

 Michael Treacy

 Michael.treacy@openpayd.com

 Burson Buchanan

 openpayd@bursonbuchanan.com

 For Titan Acquisition Corp.:

 Adeel Rouf

 Email: adeel@Titan-spac.com

 2

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This press release includes &ldquo;forward-looking statements&rdquo; within the meaning of the &ldquo;safe harbor&rdquo; provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as &ldquo;estimate,&rdquo; plan,&rdquo; project,&rdquo; &ldquo;forecast,&rdquo; &ldquo;intend,&rdquo; &ldquo;will,&rdquo; &ldquo;expect,&rdquo; &ldquo;anticipate,&rdquo; &ldquo;believe,&rdquo; &ldquo;seek,&rdquo; &ldquo;target&rdquo; or other similar expressions that predict or indicate future events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding expectations of OpenPayd or Titan concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible, assumed, estimated or expected future operations and future financial performance of OpenPayd. Forward-looking statements also include statements regarding the expected benefits of the proposed transaction. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management of Titan, OpenPayd and Titan Acquisition Sponsor Holdco LLC (the &ldquo;Sponsor&rdquo;) and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Titan, OpenPayd and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled &ldquo;Risk Factors&rdquo; and &ldquo;Cautionary Note Regarding Forward-Looking Statements&rdquo; in Titan&rsquo;s final prospectus relating to its initial public offering dated April 8, 2025, its subsequent filings with the SEC and in the definitive proxy statement to be delivered to Titan&rsquo;s shareholders and related registration statement on Form F-4, including those set forth under &ldquo;Risk Factors&rdquo; therein, and other documents filed or to be filed with the SEC by Titan. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could materially and adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to OpenPayd; any downturn or volatility in economic conditions, including inflation; risks related to the rollout of OpenPayd&rsquo;s business and the timing of expected business milestones, and to relationships with customers; the effects of competition on OpenPayd&rsquo;s future business; risks related to OpenPayd&rsquo;s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against it; disruption of OpenPayd&rsquo;s relationships with its customers, business partners and others resulting from the announcement of the proposed transaction; the amount of redemption requests made by Titan&rsquo;s public shareholders; the ability of Titan or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future. If any of these risks materialize or OpenPayd&rsquo;s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Titan nor OpenPayd presently know or that they currently believe are immaterial that could also cause actual results to differ, potentially materially, from those contained in or implied by the forward-looking statements. In addition, forward-looking statements reflect Titan&rsquo;s and OpenPayd&rsquo;s expectations, plans or forecasts of future events and views as of the date of this press release. There may be additional risks that Titan and OpenPayd do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. While Titan or OpenPayd may elect to update these forward-looking statements at some point in the future, Titan and OpenPayd specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Titan&rsquo;s or OpenPayd&rsquo;s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 3

 Annual Recurring Revenue

 This press release includes Annual Recurring Revenue (&ldquo;ARR&rdquo;), which is a key performance measure used by management to monitor the growth and trajectory of OpenPayd&rsquo;s business. OpenPayd defines ARR as total company revenue in each month multiplied by twelve (12). In this instance, ARR is calculated as OpenPayd&rsquo;s total revenue for March 2026 multiplied by twelve (12). ARR is presented as a supplemental operational metric and is not a measure of financial performance prepared in accordance with IFRS. ARR should be viewed independently of, and not as a substitute for or combined with, revenue, deferred revenue or any other measure presented in OpenPayd&rsquo;s financial statements. ARR does not represent OpenPayd&rsquo;s revenue under IFRS on an annualized basis and is not a forecast of future revenue, which can be impacted by, among other things, contract start and end dates, customer renewal rates, transaction volumes, foreign exchange and other factors. Investors should not place undue reliance on ARR as an indicator of OpenPayd&rsquo;s future or expected results. ARR does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. There is no IFRS measure that is directly comparable to ARR, and accordingly OpenPayd has not reconciled ARR in this press release to any IFRS financial measure.

 Important Information For Investors and Stockholders

 In connection with the proposed business combination, Titan intends to file with the U.S. Securities and Exchange Commission (the &ldquo;SEC&rdquo;) a registration statement on Form S-4 (as may be amended from time to time, the &ldquo;Registration Statement&rdquo;), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus relating to the proposed business combination. Titan will mail the definitive proxy statement/prospectus to its stockholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND STOCKHOLDERS OF TITAN ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and stockholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and other documents containing important information about Titan and OpenPayd, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Titan when and if available may be obtained free of charge from Titan&rsquo;s website at https://www.titan-spac.com or by directing a written request to Titan Acquisition Corp. at the address set forth on the cover of Titan&rsquo;s filings with the SEC.

 Participants in Solicitation

 Titan, OpenPayd and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders in connection with the proposed transaction. Titan shareholders and other interested persons may obtain more detailed information regarding the directors, managers and officers of Titan in Titan&rsquo;s filings with the SEC, which may be obtained, without charge, on the website maintained by the SEC at www.sec.gov. Additional information will be available in the definitive proxy statement included in the registration statement when it becomes available.

 No Offer or Solicitation

 This press release relates to the proposed transaction and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.

 4

EX-99.2 · titanacq_ex99-2.htm

Type

EX-99.2

File

titanacq_ex99-2.htm

Document text
EX-99.2 · titanacq_ex99-2.htm EX-99.2 10 titanacq_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 OpenPayd Investor Presentation June 2026 2 Today’s Presenters Dr. Ozan Ozerk Founder OpenPayd Frank Mastrangelo Chairman & CEO Titan Acquisition Corp. Adeel Rouf President & CFO Titan Acquisition Corp. Iana Dimitrova CEO OpenPayd David Bull CFO OpenPayd Track Record of Titan’s Management Fintech Acquisition Corp. IV Fintech Acquisition Corp. III Fintech Acquisition Corp. II Fintech Acquisition Corp. SPAC $230mm 1/3 warrant 24 months $345mm 1/2 warrant 24 months $175mm 1/2 warrant 24 months $100mm 1 warrant 18 months IPO Terms ($962mm) ($1,300mm) ($339mm) ($429mm) Merger Partner (Pro Forma EV) $125mm $250mm N/A N/A PIPE $17.16 ⁴ $9.75 ³ $14.97 ² $15.00 ¹ Current Stock Price Source: Company filings and Bloomberg as of 5/29/26. (1) Acquired by First Data at $15.00 per share (7/6/17). (2) Price per share at market close 5/29/2026. (3) Acquired by Nuvei Corp at $9.75 per share (2/23/23). (4) Price per share at market close 5/29/2026. Note: Deals included herein represent transactions where at least one member of the Titan Acquisition Corp. management team was a director, executive, or advisor to the SPAC listed above. 3 Our Mission We build universal financial infrastructure to power the growth of the digital economy. 4 Experienced Leadership Team x Strong track record across regulated financial services, technology and digital assets x Combined expertise in private and public markets Platform for Fiat - Crypto Convergence x Fiat and stablecoin interoperability for payments, trading and yield x Global real - time account - to - account settlements x AI - driven, programmable and fully embedded money movements Market Tailwinds x Money movement undergoing structural redesign x Increased institutional adoption of stablecoins for money movements x Pro - crypto regulation of digital assets in certain key markets Profitable, Outstanding Growth x $85M+ ARR x $240B+ annualized transaction volume x No external capital to date NASDAQ Listing in 2026 x Planned DeSPAC with Titan Acquisition Corp x Accelerating long - term growth ambition x Public company standards of transparency and governance Global License & Technology Infrastructure x Licensed in USA, UK, EEA, Canada and South Africa for fiat and crypto x Scalable platform, designed for rapid replication in new regions x >99.995% uptime Why Invest in OpenPayd? Strong business momentum and multiple potential growth vectors 5 Note: $85M ARR and $240B annualized transaction volume as of March 31, 2026 . Domestic rails in 70+ countries International rails in 180+ countries Financial Services UK EMI EEA FI Canada RPAA EEA VASP Canada Fin - Trac Registration Global Business (B2B, B2B2B and B2B2C) Fiat $ € £ 100+ more Digital Digital Assets Covering all major blockchains and digital currencies Global Tier 1 Banks & Domestic Banks South Africa AFSP 44 US MTLs Financial Infrastructure for Global Money Movement Underpinned by global licenses and strategic partnerships across fiat and stablecoins Trading API Orchestration Accounts P P a a y y m m e e n n t t s s T r T e r e a a s u s u r y ry Stablecoins 6 Scalable, Rail - agnostic, Modular Technology API - driven platform for instant payments, trading, banking and digital assets across regions Business Access API Access Web Access Core Platform Banking, Blockchain & Payment Connectivity Fiat Engine • Accounts, named IBANs • Payments • Trading • Treasury Blockchain Engine • Stablecoin mint / burn • Wallet Storage & Custody • Blockchain Connectivity • Trading & Liquidity Control Layer • AI - driven Compliance Engine • User Access • Routing Intelligence Data & Risk • AI - enabled Data Intelligence • Reporting • AI Optimization and Audit Global Banks Payment Rails Stablecoin Issuers Liquidity Providers 7 Pre - 2023 2023 2024 2025 2026 (YTD) Product Launches Company Milestones UK EMI 44 US South Africa License Canada Registration VFA French MoM Malta EMI MTLs (Digital Assets) (Digital Assets) License Branch Profitability (EU Passporting) BaaS Platform Virtual IBANs Deliverable FX Global Payouts Multicurrency Accounts APMs Non - prefunded FX Trading On/Off Ramps OTC Desk Stablecoin Global Payouts Enterprise Client Wins (Selected) Building Momentum for Exponential Growth Sustained, multi - year expansion across leading global platforms with extended geographical and product coverage 8 Exceptional Organic Growth To Date Operating at scale with strong year - on - year execution track record $240B+ Annualized Transaction Volume (as of March 2026) $85M+ Annualized Revenue (as of March 2026) 44M+ Annualized Transactions (as of March 2026) 1100+ Corporate Clients (as of March 2026) Transactions (#m) 85% CAGR Experienced Management Team No External Capital To Date Strong Business Momentum Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. 9 56% CAGR 102% CAGR 302 463 742 1100 FY23A FY24A FY25A FY26F Clients (#) 54% CAGR 19 39 57 72 FY23A FY24A FY25A FY26F Revenue ($m) 5 15 23 31 FY23A FY24A FY25A FY26F 22 52 100 181 FY23A FY24A FY25A FY26F Volume ($bn) OpenPayd is Well Positioned to Win We rank highly on the map of 'Licensing Depth' against 'Infrastructure Breadth' Weak Regulatory & Licensing Depth Weak Infrastructure Breadth & Rail Interoperability Strong Regulatory & Licensing Depth Strong Infrastructure Breadth & Rail Interoperability OpenPayd’s Competitive Advantage: Global Regulatory Footprint Multi - rail Connectivity End - to - End Payment Capabilities Enterprise Reliability Fiat and Stablecoin Settlement Global Tier One Client Base 10 Source: OpenPayd TAM Global Payments Annual Volume $1,800T (McKinsey, 2024) Global B2B Payments ~$89T (2024) (Juniper, 2024) Global C2B Payments ~$18.7T (2024) (WorldPay, 2025) Cross - border C2B Payments ~$1.9T (2024) (FXC Intelligence, 2025) Cross - border B2B Payments ~$31.7T (2023) (FXC Intelligence, 2024) Stablecoin Payments (adjusted) ~$9.2T (2025) (Visa, 2025) OpenPayd Annualized Volume $240B+ (As of March 2026) 19 39 57 72 FY23A FY24A FY25A FY26F Mixed industries Global clients Strong Organic Growth Trajectory We believe OpenPayd will remain high growth, profitable and cash flow positive despite no external capital Revenue ($m) ARR Gross profit EBITDA $22m 84% (43%) $16m ($8m) $52m 81% 21% $31m $8m $67m 78% 21% $44m $12m $85m 92% 18% $66m $13m 30% 25% 25% 4% 4% 12% FI's FX Trading Digital Assets iGaming Affiliate Marketing Other 11 Examples: 56% CAGR Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. . 12 A diversified, usage - driven revenue model with strong recurring components: Transaction fees Core revenue driver linked directly to customer activity and transaction volumes, scaling organically with client growth. Recurring fees Recurring subscription fees or minimums for account access, platform usage and value - added services (supporting revenue predictability). FX margin Margin earned on foreign exchange transactions or on/off ramps, benefiting from increasing cross - border activity and volume growth. Interest revenue Interest earned on client funds held. Operational fees Fees linked to specific services and operational support, providing incremental revenue alongside core usage. Setup fees One - off onboarding and implementation fees, reflecting customer acquisition rather than ongoing monetisation. How We Generate Revenue Strong recurring and volume driven revenue, aligning growth directly with customer activity 3% 13% 41% 24% 5% 14% Setup fees FX margin Transaction fees Recurring fees Operational Interest Disciplined Capital Deployment to Achieve Market Leadership $150m growth investment deployed through sequenced, high return levers Capital Outcomes $150m deployed to drive durable market leadership, attractive returns on invested capital and a scalable platform for continued growth beyond the initial capital injection horizon. 13 Planned Capital Deployment ($m) Capital is allocated to scale existing growth engines, selectively accelerate through M&A and maintain balance sheet strength. Expected Impact Strategic Rationale % of Total Investment Capital Lever Accelerates ARR growth, improves unit economics, and expands addressable market using an established playbook • Scaling a proven operating model • Investment in technology, people and licenses 50% $75m Growth Capital Expands footprint and capabilities while maintaining execution discipline • Targeted acquisitions to accelerate capability and market entry • Assuming 20% cash and 80% shares • Focus on bolt - on, capability - driven acquisitions 40% $60m Strategic Investments (M&A) Ensure the balance sheet supports growth at increasing scale • Balance sheet strength to support client growth • Financial resilience and regulatory headroom 10% $15m Foundation & Balance Sheet Strength 100% $150M Total Cash Deployment Experienced and Proven Leadership Team Senior leadership with deep experience across leading global businesses Iana Dimitrova Chief Executive Officer 15+ years of experience in payments, qualified lawyer David Bull Chief Financial Officer 30+ years of experience in financial services Dimitar Dimitrov Chief Technology Officer 25+ years of experience in technology Lux Thiagarajah Chief Commercial Officer 20+ years in trading, payments and digital assets Richard Usher Director of Trading 25+ years experience in trading, banking and digital assets Barry O’Sullivan Director of Banking and Payments 20+ years of experience in technology, banking, payments Yasemin Swanson Chief Operations Officer 24+ years of experience in banking and fintech Lara Barbuto Director of Compliance 20+ years of experience in financial services compliance Aysun Ahi Chief People Officer 20+ years of experience in people management across payments, gaming and FX Mert Aslaner Head of Product 10+ years experience in product management and software development Zuzana Blazkova Head of Legal 13+ years of experience in law and financial services Michael Treacy Director of Marketing & Business Development 12+ years experience in payments and fintech Dr. Ozan Ozerk Founder Serial entrepreneur with deep expertise across technology and financial services Ashley Mayr Financial Strategy Manager 15+ years of experience in consulting Mariya Harseva Director of Platform Security 18+ years of experience in technology and cyber security Alexandra Taylor Director of Corporate Services 25+ years experience in consulting, financial and corporate services 14 4.7% OpenPayd Rollover Equity Public Shareholders PIPE Shares Sponsor Shares Founder Shares Transferred to OpenPayd Founder Transaction Highlights Estimated Sources & Uses ($M) Uses $800 OpenPayd Rollover $346 Cash to balance sheet $30 Illustrative transaction expenses $1,176.0 Total ($M) Sources $800 OpenPayd Rollover $276 Cash in Trust $100 PIPE $1,176.0 Total Pro Forma Valuation Pro Forma Ownership 124.5 PF Shares Outstanding (M) $10.00 Share Price ($) $1,245.0 PF Equity Value ($M) 364 ( - ) PF Cash ($M) $881.2 PF Enterprise Value ($M) Assumptions: 1. 124.5M pro forma shares outstanding at $10.00 per common share. Total sponsor shares of 5.9M 2. $100M PIPE priced at $10.00 per share; PIPE has yet to be raised and is not committed 3. PF Cash consists of $346M of cash to balance sheet and $18M of existing net cash 4. Assumes $276.0M remaining in trust. Exc ludes interest earned in the trust. SPAC cash amount is subjec t to change depending on the actual interest earned in the trust and total number of redemptions. Assumes newly issued shares will be delivered to PIP E investors rather than subsc riptions being satisfied through non - redeemed shares 5. Approximately 1.0M Sponsor Shares have been transferred to OpenPayd Founder. 6. All charts and tables exclude 13.8M SPAC warrants and 8.1M Private Placement warrants. All warrants have a strike price of $11.5 per common share Business Combination Structure • Titan Acquisition Corp. intends to complete a business combination with OpenPayd, a global provider of financial infrastructure and embedded banking services, offering API - driven payments, accounts, and compliance solutions to fintechs, enterprises, and financial institutions. Valuation • The business combination implies a pro forma combined enterprise value of approximately $881.2 million • Existing OpenPayd shareholders would roll over 100% of their equity as part of the business combination Capital Structure • The business combination is to be funded by a combination of Titan cash held in trust and PIPE financing Ownership % Shares (M) 64.3% 80.0 OpenPayd Rollover Equity 1 22.2% 27.6 Public Shareholders 2 8.0% 10.0 PIPE Shares 3 4.7% 5.9 Sponsor Shares 4 0.8% 1.0 Sponsor Shares Transferred to OpenPayd Founder 5 DISCLAIMERS This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Titan Acquisition Corp (“Titan”) and OpenPayd Holdings Limited (“OpenPayd”) and the related transactions (the “Proposed Business Combination”) and for no other purpose. These materials are exclusively for the use of the party or the parties to whom they have been provided by representatives of Titan and OpenPayd. This Presentation supersedes and replaces all previous oral or written communications relating to the subject matter hereof. Information disclosed in this Presentation is current as of May 6, 2026, except as otherwise provided herein, and neither Titan nor OpenPayd nor any of their respective representatives undertakes or agrees to update this Presentation after the date hereof. By your acceptance of this Presentation, you acknowledge that applicable securities laws restrict a person from purchasing or selling securities of a person with tradeable securities and from communicating such information to any other person under circumstances in which it is reasonabl y foreseeable that such person is likely to purchase or sell such securities. Certain information included herein describes or assumes the expected terms that will be included in the agreements to be ent ered into by the parties to the Proposed Business Combination. Such agreements are under negotiation and subject to change. The consummation of the Proposed Business Combination is also subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter of these materials is evolving and is subject to further change by Titan and OpenPayd in their joint and absolute discretion. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any securities commission of any other U.S. or non - U.S. jurisdiction has approved or disapproved of the Proposed Business Combination presented herein or determined that this Presentation is truthful or complete. No representations or warranties, express or implied, are given in, or in respect of, this Presentation, and no person may rely on any of the information or projections contained herein. To the fullest extent permitted by law, in no circumstances will Titan, OpenPayd, any placement agent, any financial advisor or any of their respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisers or agents be responsible or liable, including for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or any opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of Titan, OpenPayd or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Titan, OpenPayd and the Proposed Business Combination, and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal. financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Cantor Fitzgerald & Co. (the “Placement Agent”) is acting placement agent in connection with the Proposed Business Combination. The Placement Agent, its affiliates and any of its employees, directors, officers, contractors, advisors, members, successors, representatives or agents make no representation or warranty as to the accuracy or completeness of this Presentation, and shall have no liability for any representations (express or implied) contained in, or for any omissions from, this Presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of Titan, OpenPayd and the Proposed Business Combination. The only information that will have any legal effect and upon which an interested party may rely upon will be that in such representations and warranties as may be contained in a definitive agreement between such party and Titan or OpenPayd relating to the Proposed Business Combination, if any. Forward - Looking Statements This Presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “estimate,” plan,” project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward - looking. These forward - looking statements include, but are not limited to, statements regarding expectations of OpenPayd or Titan concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible, assumed, estimated or expected future operations and future financial performance of OpenPayd. Forward - looking statements also include statements regarding the expected benefits of the Proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of management of Titan, OpenPayd and Titan Acquisition Sponsor Holdco LLC (the “Sponsor”) and are not predictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Titan, OpenPayd and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Titan’s final prospectus relating to its initial public offering dated April 8, 2025, its subsequent filings with the SEC and in the definitive proxy statement to be delivered to Titan’s shareholders and related registration statement on Form F - 4, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Titan. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements. These forward - looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could materially and adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to OpenPayd; any downturn or volatility in economic conditions, including inflation; risks related to the rollout of OpenPayd’s business and the timing of expected business milestones, and to relationships with customers; the effects of competition on OpenPayd’s future business; risks related to OpenPayd’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against it; disruption of OpenPayd’s relationships with its customers, business partners and others resulting from the announcement of the Proposed Business Combination; the amount of redemption requests made by Titan’s public shareholders; the ability of Titan or the combined company to issue equity or equity - linked securities in connection with the Proposed Business Combination or in the future. If any of these risks materialize or OpenPayd’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither Titan nor OpenPayd presently know or that they currently believe are immaterial that could also cause actual results to differ, potentially materially, from those contained in or implied by the forward - looking statements. In addition, forward - looking statements reflect Titan’s and OpenPayd’s expectations, plans or forecasts of future events and views as of the date of this Presentation. There may be additional risks that Titan and OpenPayd do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. While Titan or OpenPayd may elect to update these forward - looking statements at some point in the future, Titan and OpenPayd specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing Titan’s or OpenPayd’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. Financial Information: Non - IFRS Financial Measures The financial information contained in this Presentation has been taken from, or prepared based on, the historical financial statements of OpenPayd for the periods presented. OpenPayd’s historical financial information is prepared in accordance with international financial reporting standards (“IFRS”). Such information has been audited in accordance with Public Company Oversight Board standards. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustmen ts. Certain other amounts that appear in this Presentation may not sum due to rounding. This Presentation includes certain financial measures not presented in accordance with IFRS, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Annual Recurring Revenue (“ARR”). These non - IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing OpenPayd’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that OpenPayd’s presentation of these measures may not be comparable to similarly titled measures used by other companies. OpenPayd believes these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to OpenPayd’s financial condition and results of operations. This Presentation contains financial forecasts for OpenPayd with respect to certain financial results for OpenPayd’s fiscal years through 2026 which include projected non - IFRS financial measures, including EBITDA and ARR. Neither Titan’s nor OpenPayd’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward - looking statements and should not be relied upon as being necessarily indicative of future results. See “Forward - Looking Statements” on Slide 3 of this Presentation. In this Presentation, certain of the above - mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of OpenPayd or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data ; Trademarks This Presentation has been prepared by Titan and OpenPayd and includes market data and other statistical information from sources believed by Titan and OpenPayd to be reliable, including independent industry publications, governmental publications or other published independent sources . Some data is also based on the good faith estimates of Titan and OpenPayd, which are derived from their review of internal sources as well as the independent sources described above . While OpenPayd is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors . No representations or warranties expressed or implied are given in, or in respect of, this Presentation by any party, including the Placement Agent . Although OpenPayd and Titan believe these sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness . As such, this information is subject to change . Recipients of this Presentation should not consider its contents, or any prior or subsequent communications from or with OpenPayd, Titan or the Sponsor or their respective representatives, including the Placement Agent, as investment, legal, financial or tax advice . This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all of the information necessary to adequately make an informed decision regarding your engagement with OpenPayd and Titan . OpenPayd and Titan own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to and does not imply a relationship with OpenPayd and Titan, or an endorsement or sponsorship by or of OpenPayd and Titan . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that OpenPayd and Titan will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . Additional Information and Where to Find It This Presentation relates to the Proposed Business Combination. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Proposed Business Combination, a registration statement on Form F - 4 will be filed with the SEC, which will include a proxy statement and a prospectus of Titan, and each party will file other documents with the SEC regarding the Proposed Business Combination. A definitive proxy statement/prospectus will also be sent to Titan’s shareholders, seeking any required shareholder approval. Before making any voting or investment decision, investors and security holders of Titan and potential investors in the post - Business Combination combined company are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC by OpenPayd and/or Titan through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Titan may be obtained free of charge from Titan’s website at https://www.titan - spac.com/investor - information or by written request to Titan at Titan Acquisition Corp, c/o Winston & Strawn LLP, 800 Capitol St. STE 2400, Houston, Texas 77002. Participants in Solicitation Titan, OpenPayd and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders in connection with the Proposed Business Combination. Titan shareholders and other interested persons may obtain more detailed information regarding the directors, managers and officers of Titan in Titan’s filings with the SEC, which may be obtained, without charge, on the website maintained by the SEC at www.sec.gov. Additional information will be available in the definitive proxy statement included in the registration statement when it becomes available. No Offer or Solicitation This Presentation relates to the Proposed Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.

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EX-99.2 · titanacq_ex99-2.htm

EX-99.2
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 titanacq_ex99-2.htm
 EXHIBIT 99.2

 Exhibit
99.2

 OpenPayd Investor Presentation June 2026

 2 Today’s Presenters Dr. Ozan Ozerk Founder OpenPayd Frank Mastrangelo Chairman & CEO Titan Acquisition Corp. Adeel Rouf President & CFO Titan Acquisition Corp. Iana Dimitrova CEO OpenPayd David Bull CFO OpenPayd

 Track Record of Titan’s Management Fintech Acquisition Corp. IV Fintech Acquisition Corp. III Fintech Acquisition Corp. II Fintech Acquisition Corp. SPAC $230mm 1/3 warrant 24 months $345mm 1/2 warrant 24 months $175mm 1/2 warrant 24 months $100mm 1 warrant 18 months IPO Terms ($962mm) ($1,300mm) ($339mm) ($429mm) Merger Partner (Pro Forma EV) $125mm $250mm N/A N/A PIPE $17.16 ⁴ $9.75 ³ $14.97 ² $15.00 ¹ Current Stock Price Source: Company filings and Bloomberg as of 5/29/26. (1) Acquired by First Data at $15.00 per share (7/6/17). (2) Price per share at market close 5/29/2026. (3) Acquired by Nuvei Corp at $9.75 per share (2/23/23). (4) Price per share at market close 5/29/2026. Note: Deals included herein represent transactions where at least one member of the Titan Acquisition Corp. management team was a director, executive, or advisor to the SPAC listed above. 3

 Our Mission We build universal financial infrastructure to power the growth of the digital economy. 4

 Experienced Leadership Team x Strong track record across regulated financial services, technology and digital assets x Combined expertise in private and public markets Platform for Fiat - Crypto Convergence x Fiat and stablecoin interoperability for payments, trading and yield x Global real - time account - to - account settlements x AI - driven, programmable and fully embedded money movements Market Tailwinds x Money movement undergoing structural redesign x Increased institutional adoption of stablecoins for money movements x Pro - crypto regulation of digital assets in certain key markets Profitable, Outstanding Growth x $85M+ ARR x $240B+ annualized transaction volume x No external capital to date NASDAQ Listing in 2026 x Planned DeSPAC with Titan Acquisition Corp x Accelerating long - term growth ambition x Public company standards of transparency and governance Global License & Technology Infrastructure x Licensed in USA, UK, EEA, Canada and South Africa for fiat and crypto x Scalable platform, designed for rapid replication in new regions x >99.995% uptime Why Invest in OpenPayd? Strong business momentum and multiple potential growth vectors 5 Note: $85M ARR and $240B annualized transaction volume as of March 31, 2026 .

 Domestic rails in 70+ countries International rails in 180+ countries Financial Services UK EMI EEA FI Canada RPAA EEA VASP Canada Fin - Trac Registration Global Business (B2B, B2B2B and B2B2C) Fiat $ € £ 100+ more Digital Digital Assets Covering all major blockchains and digital currencies Global Tier 1 Banks & Domestic Banks South Africa AFSP 44 US MTLs Financial Infrastructure for Global Money Movement Underpinned by global licenses and strategic partnerships across fiat and stablecoins Trading API Orchestration Accounts P P a a y y m m e e n n t t s s T r T e r e a a s u s u r y ry Stablecoins 6

 Scalable, Rail - agnostic, Modular Technology API - driven platform for instant payments, trading, banking and digital assets across regions Business Access API Access Web Access Core Platform Banking, Blockchain & Payment Connectivity Fiat Engine • Accounts, named IBANs • Payments • Trading • Treasury Blockchain Engine • Stablecoin mint / burn • Wallet Storage & Custody • Blockchain Connectivity • Trading & Liquidity Control Layer • AI - driven Compliance Engine • User Access • Routing Intelligence Data & Risk • AI - enabled Data Intelligence • Reporting • AI Optimization and Audit Global Banks Payment Rails Stablecoin Issuers Liquidity Providers 7

 Pre - 2023 2023 2024 2025 2026 (YTD) Product Launches Company Milestones UK EMI 44 US South Africa License Canada Registration VFA French MoM Malta EMI MTLs (Digital Assets) (Digital Assets) License Branch Profitability (EU Passporting) BaaS Platform Virtual IBANs Deliverable FX Global Payouts Multicurrency Accounts APMs Non - prefunded FX Trading On/Off Ramps OTC Desk Stablecoin Global Payouts Enterprise Client Wins (Selected) Building Momentum for Exponential Growth Sustained, multi - year expansion across leading global platforms with extended geographical and product coverage 8

 Exceptional Organic Growth To Date Operating at scale with strong year - on - year execution track record $240B+ Annualized Transaction Volume (as of March 2026) $85M+ Annualized Revenue (as of March 2026) 44M+ Annualized Transactions (as of March 2026) 1100+ Corporate Clients (as of March 2026) Transactions (#m) 85% CAGR Experienced Management Team No External Capital To Date Strong Business Momentum Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. 9 56% CAGR 102% CAGR 302 463 742 1100 FY23A FY24A FY25A FY26F Clients (#) 54% CAGR 19 39 57 72 FY23A FY24A FY25A FY26F Revenue ($m) 5 15 23 31 FY23A FY24A FY25A FY26F 22 52 100 181 FY23A FY24A FY25A FY26F Volume ($bn)

 OpenPayd is Well Positioned to Win We rank highly on the map of 'Licensing Depth' against 'Infrastructure Breadth' Weak Regulatory & Licensing Depth Weak Infrastructure Breadth & Rail Interoperability Strong Regulatory & Licensing Depth Strong Infrastructure Breadth & Rail Interoperability OpenPayd’s Competitive Advantage: Global Regulatory Footprint Multi - rail Connectivity End - to - End Payment Capabilities Enterprise Reliability Fiat and Stablecoin Settlement Global Tier One Client Base 10 Source: OpenPayd TAM Global Payments Annual Volume $1,800T (McKinsey, 2024) Global B2B Payments ~$89T (2024) (Juniper, 2024) Global C2B Payments ~$18.7T (2024) (WorldPay, 2025) Cross - border C2B Payments ~$1.9T (2024) (FXC Intelligence, 2025) Cross - border B2B Payments ~$31.7T (2023) (FXC Intelligence, 2024) Stablecoin Payments (adjusted) ~$9.2T (2025) (Visa, 2025) OpenPayd Annualized Volume $240B+ (As of March 2026)

 19 39 57 72 FY23A FY24A FY25A FY26F Mixed industries Global clients Strong Organic Growth Trajectory We believe OpenPayd will remain high growth, profitable and cash flow positive despite no external capital Revenue ($m) ARR Gross profit EBITDA $22m 84% (43%) $16m ($8m) $52m 81% 21% $31m $8m $67m 78% 21% $44m $12m $85m 92% 18% $66m $13m 30% 25% 25% 4% 4% 12% FI's FX Trading Digital Assets iGaming Affiliate Marketing Other 11 Examples: 56% CAGR Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. .

 12 A diversified, usage - driven revenue model with strong recurring components: Transaction fees Core revenue driver linked directly to customer activity and transaction volumes, scaling organically with client growth. Recurring fees Recurring subscription fees or minimums for account access, platform usage and value - added services (supporting revenue predictability). FX margin Margin earned on foreign exchange transactions or on/off ramps, benefiting from increasing cross - border activity and volume growth. Interest revenue Interest earned on client funds held. Operational fees Fees linked to specific services and operational support, providing incremental revenue alongside core usage. Setup fees One - off onboarding and implementation fees, reflecting customer acquisition rather than ongoing monetisation. How We Generate Revenue Strong recurring and volume driven revenue, aligning growth directly with customer activity 3% 13% 41% 24% 5% 14% Setup fees FX margin Transaction fees Recurring fees Operational Interest

 Disciplined Capital Deployment to Achieve Market Leadership $150m growth investment deployed through sequenced, high return levers Capital Outcomes $150m deployed to drive durable market leadership, attractive returns on invested capital and a scalable platform for continued growth beyond the initial capital injection horizon. 13 Planned Capital Deployment ($m) Capital is allocated to scale existing growth engines, selectively accelerate through M&A and maintain balance sheet strength. Expected Impact Strategic Rationale % of Total Investment Capital Lever Accelerates ARR growth, improves unit economics, and expands addressable market using an established playbook • Scaling a proven operating model • Investment in technology, people and licenses 50% $75m Growth Capital Expands footprint and capabilities while maintaining execution discipline • Targeted acquisitions to accelerate capability and market entry • Assuming 20% cash and 80% shares • Focus on bolt - on, capability - driven acquisitions 40% $60m Strategic Investments (M&A) Ensure the balance sheet supports growth at increasing scale • Balance sheet strength to support client growth • Financial resilience and regulatory headroom 10% $15m Foundation & Balance Sheet Strength 100% $150M Total Cash Deployment

 Experienced and Proven Leadership Team Senior leadership with deep experience across leading global businesses Iana Dimitrova Chief Executive Officer 15+ years of experience in payments, qualified lawyer David Bull Chief Financial Officer 30+ years of experience in financial services Dimitar Dimitrov Chief Technology Officer 25+ years of experience in technology Lux Thiagarajah Chief Commercial Officer 20+ years in trading, payments and digital assets Richard Usher Director of Trading 25+ years experience in trading, banking and digital assets Barry O’Sullivan Director of Banking and Payments 20+ years of experience in technology, banking, payments Yasemin Swanson Chief Operations Officer 24+ years of experience in banking and fintech Lara Barbuto Director of Compliance 20+ years of experience in financial services compliance Aysun Ahi Chief People Officer 20+ years of experience in people management across payments, gaming and FX Mert Aslaner Head of Product 10+ years experience in product management and software development Zuzana Blazkova Head of Legal 13+ years of experience in law and financial services Michael Treacy Director of Marketing & Business Development 12+ years experience in payments and fintech Dr. Ozan Ozerk Founder Serial entrepreneur with deep expertise across technology and financial services Ashley Mayr Financial Strategy Manager 15+ years of experience in consulting Mariya Harseva Director of Platform Security 18+ years of experience in technology and cyber security Alexandra Taylor Director of Corporate Services 25+ years experience in consulting, financial and corporate services 14

 4.7% OpenPayd Rollover Equity Public Shareholders PIPE Shares Sponsor Shares Founder Shares Transferred to OpenPayd Founder Transaction Highlights Estimated Sources & Uses ($M) Uses $800 OpenPayd Rollover $346 Cash to balance sheet $30 Illustrative transaction expenses $1,176.0 Total ($M) Sources $800 OpenPayd Rollover $276 Cash in Trust $100 PIPE $1,176.0 Total Pro Forma Valuation Pro Forma Ownership 124.5 PF Shares Outstanding (M) $10.00 Share Price ($) $1,245.0 PF Equity Value ($M) 364 ( - ) PF Cash ($M) $881.2 PF Enterprise Value ($M) Assumptions: 1. 124.5M pro forma shares outstanding at $10.00 per common share. Total sponsor shares of 5.9M 2. $100M PIPE priced at $10.00 per share; PIPE has yet to be raised and is not committed 3. PF Cash consists of $346M of cash to balance sheet and $18M of existing net cash 4. Assumes $276.0M remaining in trust. Exc ludes interest earned in the trust. SPAC cash amount is subjec t to change depending on the actual interest earned in the trust and total number of redemptions. Assumes newly issued shares will be delivered to PIP E investors rather than subsc riptions being satisfied through non - redeemed shares 5. Approximately 1.0M Sponsor Shares have been transferred to OpenPayd Founder. 6. All charts and tables exclude 13.8M SPAC warrants and 8.1M Private Placement warrants. All warrants have a strike price of $11.5 per common share Business Combination Structure • Titan Acquisition Corp. intends to complete a business combination with OpenPayd, a global provider of financial infrastructure and embedded banking services, offering API - driven payments, accounts, and compliance solutions to fintechs, enterprises, and financial institutions. Valuation • The business combination implies a pro forma combined enterprise value of approximately $881.2 million • Existing OpenPayd shareholders would roll over 100% of their equity as part of the business combination Capital Structure • The business combination is to be funded by a combination of Titan cash held in trust and PIPE financing Ownership % Shares (M) 64.3% 80.0 OpenPayd Rollover Equity 1 22.2% 27.6 Public Shareholders 2 8.0% 10.0 PIPE Shares 3 4.7% 5.9 Sponsor Shares 4 0.8% 1.0 Sponsor Shares Transferred to OpenPayd Founder 5

 DISCLAIMERS This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Titan Acquisition Corp (“Titan”) and OpenPayd Holdings Limited (“OpenPayd”) and the related transactions (the “Proposed Business Combination”) and for no other purpose. These materials are exclusively for the use of the party or the parties to whom they have been provided by representatives of Titan and OpenPayd. This Presentation supersedes and replaces all previous oral or written communications relating to the subject matter hereof. Information disclosed in this Presentation is current as of May 6, 2026, except as otherwise provided herein, and neither Titan nor OpenPayd nor any of their respective representatives undertakes or agrees to update this Presentation after the date hereof. By your acceptance of this Presentation, you acknowledge that applicable securities laws restrict a person from purchasing or selling securities of a person with tradeable securities and from communicating such information to any other person under circumstances in which it is reasonabl y foreseeable that such person is likely to purchase or sell such securities. Certain information included herein describes or assumes the expected terms that will be included in the agreements to be ent ered into by the parties to the Proposed Business Combination. Such agreements are under negotiation and subject to change. The consummation of the Proposed Business Combination is also subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter of these materials is evolving and is subject to further change by Titan and OpenPayd in their joint and absolute discretion. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any securities commission of any other U.S. or non - U.S. jurisdiction has approved or disapproved of the Proposed Business Combination presented herein or determined that this Presentation is truthful or complete. No representations or warranties, express or implied, are given in, or in respect of, this Presentation, and no person may rely on any of the information or projections contained herein. To the fullest extent permitted by law, in no circumstances will Titan, OpenPayd, any placement agent, any financial advisor or any of their respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisers or agents be responsible or liable, including for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or any opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of Titan, OpenPayd or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Titan, OpenPayd and the Proposed Business Combination, and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal. financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Cantor Fitzgerald & Co. (the “Placement Agent”) is acting placement agent in connection with the Proposed Business Combination. The Placement Agent, its affiliates and any of its employees, directors, officers, contractors, advisors, members, successors, representatives or agents make no representation or warranty as to the accuracy or completeness of this Presentation, and shall have no liability for any representations (express or implied) contained in, or for any omissions from, this Presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of Titan, OpenPayd and the Proposed Business Combination. The only information that will have any legal effect and upon which an interested party may rely upon will be that in such representations and warranties as may be contained in a definitive agreement between such party and Titan or OpenPayd relating to the Proposed Business Combination, if any.

 Forward - Looking Statements This Presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “estimate,” plan,” project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward - looking. These forward - looking statements include, but are not limited to, statements regarding expectations of OpenPayd or Titan concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible, assumed, estimated or expected future operations and future financial performance of OpenPayd. Forward - looking statements also include statements regarding the expected benefits of the Proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of management of Titan, OpenPayd and Titan Acquisition Sponsor Holdco LLC (the “Sponsor”) and are not predictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Titan, OpenPayd and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Titan’s final prospectus relating to its initial public offering dated April 8, 2025, its subsequent filings with the SEC and in the definitive proxy statement to be delivered to Titan’s shareholders and related registration statement on Form F - 4, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Titan. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements. These forward - looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could materially and adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to OpenPayd; any downturn or volatility in economic conditions, including inflation; risks related to the rollout of OpenPayd’s business and the timing of expected business milestones, and to relationships with customers; the effects of competition on OpenPayd’s future business; risks related to OpenPayd’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against it; disruption of OpenPayd’s relationships with its customers, business partners and others resulting from the announcement of the Proposed Business Combination; the amount of redemption requests made by Titan’s public shareholders; the ability of Titan or the combined company to issue equity or equity - linked securities in connection with the Proposed Business Combination or in the future. If any of these risks materialize or OpenPayd’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither Titan nor OpenPayd presently know or that they currently believe are immaterial that could also cause actual results to differ, potentially materially, from those contained in or implied by the forward - looking statements. In addition, forward - looking statements reflect Titan’s and OpenPayd’s expectations, plans or forecasts of future events and views as of the date of this Presentation. There may be additional risks that Titan and OpenPayd do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. While Titan or OpenPayd may elect to update these forward - looking statements at some point in the future, Titan and OpenPayd specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing Titan’s or OpenPayd’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements.

 Financial Information: Non - IFRS Financial Measures The financial information contained in this Presentation has been taken from, or prepared based on, the historical financial statements of OpenPayd for the periods presented. OpenPayd’s historical financial information is prepared in accordance with international financial reporting standards (“IFRS”). Such information has been audited in accordance with Public Company Oversight Board standards. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustmen ts. Certain other amounts that appear in this Presentation may not sum due to rounding. This Presentation includes certain financial measures not presented in accordance with IFRS, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Annual Recurring Revenue (“ARR”). These non - IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing OpenPayd’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that OpenPayd’s presentation of these measures may not be comparable to similarly titled measures used by other companies. OpenPayd believes these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to OpenPayd’s financial condition and results of operations. This Presentation contains financial forecasts for OpenPayd with respect to certain financial results for OpenPayd’s fiscal years through 2026 which include projected non - IFRS financial measures, including EBITDA and ARR. Neither Titan’s nor OpenPayd’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward - looking statements and should not be relied upon as being necessarily indicative of future results. See “Forward - Looking Statements” on Slide 3 of this Presentation. In this Presentation, certain of the above - mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of OpenPayd or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data ; Trademarks This Presentation has been prepared by Titan and OpenPayd and includes market data and other statistical information from sources believed by Titan and OpenPayd to be reliable, including independent industry publications, governmental publications or other published independent sources . Some data is also based on the good faith estimates of Titan and OpenPayd, which are derived from their review of internal sources as well as the independent sources described above . While OpenPayd is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors . No representations or warranties expressed or implied are given in, or in respect of, this Presentation by any party, including the Placement Agent . Although OpenPayd and Titan believe these sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness . As such, this information is subject to change . Recipients of this Presentation should not consider its contents, or any prior or subsequent communications from or with OpenPayd, Titan or the Sponsor or their respective representatives, including the Placement Agent, as investment, legal, financial or tax advice . This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all of the information necessary to adequately make an informed decision regarding your engagement with OpenPayd and Titan . OpenPayd and Titan own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to and does not imply a relationship with OpenPayd and Titan, or an endorsement or sponsorship by or of OpenPayd and Titan . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that OpenPayd and Titan will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names .

 Additional Information and Where to Find It This Presentation relates to the Proposed Business Combination. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Proposed Business Combination, a registration statement on Form F - 4 will be filed with the SEC, which will include a proxy statement and a prospectus of Titan, and each party will file other documents with the SEC regarding the Proposed Business Combination. A definitive proxy statement/prospectus will also be sent to Titan’s shareholders, seeking any required shareholder approval. Before making any voting or investment decision, investors and security holders of Titan and potential investors in the post - Business Combination combined company are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC by OpenPayd and/or Titan through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Titan may be obtained free of charge from Titan’s website at https://www.titan - spac.com/investor - information or by written request to Titan at Titan Acquisition Corp, c/o Winston & Strawn LLP, 800 Capitol St. STE 2400, Houston, Texas 77002. Participants in Solicitation Titan, OpenPayd and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders in connection with the Proposed Business Combination. Titan shareholders and other interested persons may obtain more detailed information regarding the directors, managers and officers of Titan in Titan’s filings with the SEC, which may be obtained, without charge, on the website maintained by the SEC at www.sec.gov. Additional information will be available in the definitive proxy statement included in the registration statement when it becomes available. No Offer or Solicitation This Presentation relates to the Proposed Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.

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EX-2.1 · titanacq_ex2-1.htm EX-2.1 2 titanacq_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among TITAN ACQUISITION CORP (Purchaser) TITAN ACQUISITION SPONSOR HOLDCO LLC (solely in its capacity as the Purchaser Representative) OPENPAYD GLOBAL HOLDINGS LIMITED (Pubco) OPENPAYD HOLDINGS LIMITED (Company) OZAN ÖZERK (solely in his capacity as the Company Shareholders Representative) and THE COMPANY SHAREHOLDERS SET FORTH HEREIN Dated as of June 1, 2026 TABLE OF CONTENTS Page ARTICLE I MERGER 4 1.1 MERGER 4 1.2 MERGER EFFECTIVE TIME 4 1.3 EFFECT OF THE MERGER 4 1.4 ORGANIZATIONAL DOCUMENTS OF SURVIVING COMPANY 4 1.5 DIRECTORS AND OFFICERS OF SURVIVING COMPANY 4 1.6 EFFECT OF MERGER ON PURCHASER SECURITIES 4 1.7 EFFECT OF MERGER ON PUBCO CAPITAL SHARES 6 1.8 SATISFACTION OF RIGHTS 6 1.9 LOST, STOLEN OR DESTROYED PURCHASER CERTIFICATES 6 1.10 TAKING OF NECESSARY ACTION; FURTHER ACTION 6 1.11 TAX CONSEQUENCES 6 1.12 PIPE INVESTMENT 7 1.13 APPOINTMENT OF TRANSFER AGENT 7 ARTICLE II SHARE ACQUISITION 8 2.1 EXCHANGE OF COMPANY SHARES 8 2.2 CONSIDERATION 8 2.3 TRANSFER OF COMPANY SHARES AND OTHER UNDERTAKINGS 8 2.4 TRANSFER OF COMPANY SHARES AND OTHER UNDERTAKINGS 9 2.5 PHANTOM INCENTIVE PLANS 9 2.6 FRACTIONAL SHARES 9 2.7 COMPANY SHAREHOLDER CONSENT 10 2.8 TERMINATION OF CERTAIN AGREEMENTS 10 2.9 RELEASE OF FUNDS FROM TRUST ACCOUNT 10 2.10 WITHHOLDING 10 ARTICLE III CLOSING 10 3.1 PRE-CLOSING 10 3.2 CLOSING 11 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 4.1 ORGANIZATION AND STANDING 11 4.2 AUTHORIZATION; BINDING AGREEMENT 11 4.3 GOVERNMENTAL APPROVALS 12 4.4 NON-CONTRAVENTION 12 4.5 CAPITALIZATION 12 4.6 SEC FILINGS; PURCHASER FINANCIALS; INTERNAL CONTROLS 13 4.7 ABSENCE OF CERTAIN CHANGES 14 4.8 COMPLIANCE WITH LAWS 14 4.9 ACTIONS; ORDERS; PERMITS 15 4.10 TAXES AND RETURNS 15 4.11 EMPLOYEES AND EMPLOYEE BENEFIT PLANS 15 4.12 PROPERTIES 16 4.13 MATERIAL CONTRACTS 16 i 4.14 TRANSACTIONS WITH AFFILIATES 16 4.15 INVESTMENT COMPANY ACT; JOBS ACT 16 4.16 FINDERS AND BROKERS 16 4.17 CERTAIN BUSINESS PRACTICES 16 4.18 INSURANCE 17 4.19 INFORMATION SUPPLIED 17 4.20 TRUST ACCOUNT 18 4.21 INVESTIGATION 18 4.22 KNOWLEDGE 18 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBCO 19 5.1 ORGANIZATION AND STANDING 19 5.2 AUTHORIZATION; BINDING AGREEMENT 19 5.3 GOVERNMENTAL APPROVALS 19 5.4 NON-CONTRAVENTION 19 5.5 CAPITALIZATION 20 5.6 PUBCO ACTIVITIES 20 5.7 FINDERS AND BROKERS 20 5.8 INVESTMENT COMPANY ACT 20 5.9 INFORMATION SUPPLIED 20 5.10 INVESTIGATION 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY 21 6.1 ORGANIZATION AND STANDING 21 6.2 AUTHORIZATION; BINDING AGREEMENT 22 6.3 CAPITALIZATION 22 6.4 COMPANY SUBSIDIARIES 23 6.5 GOVERNMENTAL APPROVALS 23 6.6 NON-CONTRAVENTION 23 6.7 FINANCIAL STATEMENTS 24 6.8 ABSENCE OF CERTAIN CHANGES 25 6.9 COMPLIANCE WITH LAWS 25 6.10 COMPANY PERMITS 25 6.11 LITIGATION 25 6.12 MATERIAL CONTRACTS 26 6.13 INTELLECTUAL PROPERTY 28 6.14 IT SYSTEMS 30 6.15 TAXES AND RETURNS 30 6.16 REAL PROPERTY 32 6.17 PERSONAL PROPERTY 32 6.18 TITLE TO AND SUFFICIENCY OF ASSETS 32 6.19 EMPLOYEE MATTERS 32 6.20 BENEFIT PLANS 34 6.21 ENVIRONMENTAL MATTERS 35 6.22 TRANSACTIONS WITH RELATED PERSONS 35 6.23 INSURANCE 36 6.24 DATA PROTECTION AND CYBERSECURITY 36 6.25 CERTAIN BUSINESS PRACTICES 37 6.26 INVESTMENT COMPANY ACT 38 6.27 FINDERS AND BROKERS 38 ii 6.28 INFORMATION SUPPLIED 38 6.29 MSB ACQUISITION 38 6.30 NO TID U.S 38 6.31 INVESTIGATION 38 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS 38 7.1 ORGANIZATION AND STANDING 39 7.2 AUTHORIZATION; BINDING AGREEMENT 39 7.3 OWNERSHIP 39 7.4 ZEDRA TRUST SHAREHOLDER 39 7.5 GOVERNMENTAL APPROVALS 39 7.6 NON-CONTRAVENTION 39 7.7 NO LITIGATION 40 7.8 INVESTMENT REPRESENTATIONS 40 7.9 FINDERS AND BROKERS 40 7.10 INFORMATION SUPPLIED 41 7.11 INVESTIGATION 41 ARTICLE VIII COVENANTS 41 8.1 ACCESS AND INFORMATION 41 8.2 CONDUCT OF BUSINESS OF THE COMPANY DURING THE INTERIM PERIOD 42 8.3 CONDUCT OF BUSINESS OF PURCHASER DURING THE INTERIM PERIOD 45 8.4 CONDUCT OF BUSINESS OF PUBCO DURING THE INTERIM PERIOD 47 8.5 PERMITTED ACTIONS 48 8.6 CONDUCT OF BUSINESS OF THE COMPANY AFTER THE RELEVANT DATE 48 8.7 COMPANY AND PUBCO FINANCIALS 49 8.8 QUARTERLY MANAGEMENT ACCOUNTS AND ANNUAL FINANCIAL STATEMENTS 49 8.9 PURCHASER PUBLIC FILINGS 49 8.10 NO TRADING 49 8.11 NOTIFICATION OF CERTAIN MATTERS 49 8.12 SUPPORT OF TRANSACTION 50 8.13 FURTHER ASSURANCES 52 8.14 EXCLUSIVITY 52 8.15 THE REGISTRATION STATEMENT 52 8.16 SUBSCRIPTION AGREEMENTS 54 8.17 PUBLIC ANNOUNCEMENTS 55 8.18 CONFIDENTIAL INFORMATION 55 8.19 POST-CLOSING BOARD OF DIRECTORS AND OFFICERS OF PUBCO 56 8.20 INDEMNIFICATION OF DIRECTORS AND OFFICERS; TAIL INSURANCE 57 8.21 EXPENSES; TRUST ACCOUNT PROCEEDS 57 8.22 NEW REGISTRATION RIGHTS AGREEMENT 57 8.23 LOCK-UP AGREEMENTS 58 8.24 PUBCO EQUITY INCENTIVE PLAN AND LIQUIDITY EVENT PLAN 58 8.25 SCHEDULE UPDATE 59 8.26 WARRANT AMENDMENT 59 8.27 CAPITAL COMMITMENT EFFORTS 59 ARTICLE IX SURVIVAL 60 9.1 SURVIVAL 60 iii ARTICLE X CONDITIONS TO OBLIGATIONS OF THE PARTIES 60 10.1 CONDITIONS TO EACH PARTY’S OBLIGATIONS 60 10.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY, PUBCO AND THE COMPANY SHAREHOLDERS 60 10.3 CONDITIONS TO OBLIGATIONS OF PURCHASER 61 10.4 FRUSTRATION OF CONDITIONS 63 ARTICLE XI TERMINATION AND EXPENSES 63 11.1 TERMINATION 63 11.2 EFFECT OF TERMINATION 64 11.3 FEES AND EXPENSES 64 ARTICLE XII WAIVERS AND RELEASES 64 12.1 WAIVER OF CLAIMS AGAINST TRUST 64 12.2 RELEASE AND COVENANT NOT TO SUE 65 ARTICLE XIII MISCELLANEOUS 66 13.1 NOTICES 66 13.2 BINDING EFFECT; ASSIGNMENT 67 13.3 THIRD PARTIES 68 13.4 GOVERNING LAW; SUBMISSION TO JURISDICTION 68 13.5 SPECIFIC PERFORMANCE 68 13.6 EXCLUSIVE REMEDY 69 13.7 SEVERABILITY 69 13.8 AMENDMENT 69 13.9 WAIVER 69 13.10 DISCLOSURE SCHEDULES 69 13.11 ENTIRE AGREEMENT 70 13.12 INTERPRETATION 70 13.13 COUNTERPARTS 71 13.14 NO RECOURSE 72 13.15 COMPANY SHAREHOLDERS REPRESENTATIVE 72 13.16 PURCHASER REPRESENTATIVE 73 13.17 LEGAL REPRESENTATION 74 13.18 PAYMENTS 75 13.19 MATTERS RELATED TO ZEDRA TRUST SHAREHOLDER 75 ARTICLE XIV DEFINITIONS 76 14.1 CERTAIN DEFINITIONS 76 14.2 SECTION 87 EXHIBITS Exhibit A – Form of Key Company Shareholder Support Agreement Exhibit B – Form of Sponsor Support Agreement Exhibit C – Form of Non-Competition Agreement Exhibit D – Form of Plan of Merger Exhibit E – Form of Amended Pubco Charter Exhibit F – Form of New Registration Rights Agreement Exhibit G – Form of Lock-Up Agreement Schedules Schedule 1 – Company Shareholders and Company Beneficial Owners Schedule 2 – CIC Conditions Schedule 3 – Estimated Transaction Expenses iv BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “ Agreement ”) is made and entered into as of June 1, 2026 by and among: (1) Titan Acquisition Corp, a Cayman Islands exempted company, with registered number 406165 and whose registered office is at c/o Appleby Global Services (Cayman) Limited, PO Box 500, Suite 210, 2nd Floor, Winward III, Regatta Office Park, Grand Cayman, KY1-1106, Cayman Islands (“ Purchaser ”); (2) Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “ Sponsor ”), solely in its capacity as the Purchaser Representative; (3) OpenPayd Global Holdings Limited, a Cayman Islands exempted company with registered number 431347 and whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“ Pubco ”); (4) OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales with company registration number 11565881 and whose registered office is at The Bower, 207-211 Old Street, London, England, EC1V 9NR (the “ Company ”); (5) Ozan Özerk, with a service address of The Bower, 207-211 Old Street, London, England, EC1V 9NR, solely in his capacity as the Company Shareholders Representative; and (6) (a) Ozan Özerk and (b) Zedra Trust Company (Guernsey) Limited, a Guernsey Non-Cellular Company with company registration number CMP24531 (the “ Zedra Trust Shareholder ” and, together with Ozan Özerk, the “ Company Shareholders ”), in its capacity as nominee to hold the legal title of the Company Shares set forth opposite the name of the Zedra Trust Shareholder in Schedule 1 to this Agreement for and on behalf of the beneficial owners of the Company Shares set forth opposite the name of such beneficial owner in Schedule 1 to this Agreement (the “ Relevant Beneficiaries ”), Purchaser, Pubco, the Company, and the Company Shareholders are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties ”. WHEREAS (A) The Company, directly and indirectly through the Company Subsidiaries, operates a global rail-agnostic banking-as-a-service and payments platform for financial services infrastructure that provides fiat and crypto interoperability and enables businesses to (i) hold, issue and manage multi-currency fiat and crypto payment accounts and named virtual IBANs, process international and domestic payments and real-time settlements, execute fiat-to-fiat and crypto-to-fiat-to-crypto conversions and access banking services globally and (ii) issue digital wallets, mint and burn stablecoins, send and receive on-chain payments, trade stablecoins and other digital assets, and access blockchains directly, all via a single API-driven infrastructure (the “ Business ”). (B) As of the date of this Agreement, Ozan Özerk, a Cypriot citizen (“ Key Company Shareholder ” and, together with the Relevant Beneficiaries, the “ Company Beneficial Owners ”) directly owns 1,000,000 Company Shares representing approximately 82.72% of the Company Shares, and the Zedra Trust Shareholder holds the legal title to the Company Shares which are beneficially owned by the Relevant Beneficiaries in the aggregate amount of 208,953 Company Shares, representing approximately 17.28% of the Company Shares. (C) Pubco is a newly incorporated Cayman Islands exempted company and is owned entirely by the Key Company Shareholder, who is not a U.S. citizen or resident. 1 (D) Following the execution of this Agreement and prior to the date on which the Required Shareholder Approval is obtained, Purchaser and the Company will use their reasonable best efforts to identify investors (the “ PIPE Investors ”) to enter into subscription agreements (the “ Subscription Agreements ”) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors will agree to purchase Purchaser Class A Ordinary Shares from Purchaser, in each case, as specified therein immediately prior to the Merger Effective Time (the “ PIPE Investment ”). (E) The Parties desire and intend to effect a business combination transaction whereby pursuant to the Plan of Merger (defined in Section 1.1 (below) and section 233 of the Cayman Companies Act (i) Purchaser will merge with and into Pubco (the “ Merger ”), as a result of which (a) the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company and (b) each issued and outstanding security of Purchaser immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (ii) Pubco will acquire all of the Company Shares in exchange for the issuance to the Company Beneficial Owners of Pubco Ordinary Shares (the “ Share Acquisition ” and, together with the Merger and the other Transactions and the Ancillary Documents, the “ Transactions ”), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable Law. (F) Concurrently with the execution of this Agreement, the Key Company Shareholder has duly executed a transaction support agreement (the “ Key Company Shareholder Support Agreement ”), in substantially the form as attached hereto as Exhibit A , pursuant to which, among other things, the Key Company Shareholder has agreed to, among other things, approve the Transactions. (G) Concurrently with the execution of this Agreement, the Sponsor and each of the other parties thereto (collectively, the “ Sponsor Members ”) has duly executed a transaction support agreement (the “ Sponsor Support Agreement ” and, together with the Key Company Shareholder Support Agreement, the “ Transaction Support Agreements ”), in substantially the form as attached hereto as Exhibit B , pursuant to which, among other things, the (i) Sponsor has agreed to (a) approve the Transactions and (b) reimburse Purchaser for any and all costs and expenses incurred by Purchaser or the Sponsor in connection with any prior contemplated business combinations (including any termination or other similar fees payable in respect thereof) and (ii) the Sponsor and the Sponsor Members have agreed (a) that immediately prior to the Merger Effective Time, an aggregate of 50% of the Purchaser Class B Ordinary Shares held by the Sponsor (after reduction for any Purchaser Class B Ordinary Shares that represent the Transferred Shares (as defined below)), together with its direct and indirect investors and other investors, will be made subject to vesting and forfeiture (the “ Purchaser Earnout Shares ”) in accordance with the following terms: (1) 50% of such Purchaser Earnout Shares will become fully vested if, at any time after such date through the date that is the fifth anniversary of such date (the “ Purchaser Earnout Shares Vesting Term ”), the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $11.50 per Purchaser Class A Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Purchaser Earnout Shares Vesting Term, and (2) the remaining 50% of such Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting Term, the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $13.00 per Purchaser Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Purchaser Earnout Shares Vesting Term, (b) that an aggregate of 50% of the Pubco Ordinary Shares received in the Merger by the Sponsor (after reduction for the transfer of the Transferred Shares), together with its direct and indirect investors and other investors, will be subject to the same vesting and forfeiture conditions as the Purchaser Earnout Shares (the “ Earnout Shares ”) in accordance with the following terms: (1) 50% of such Earnout Shares will become fully vested if, at any time from the Merger Closing Date through the date that is the fifth anniversary of the Merger Closing Date (the “ Vesting Term ”), the Stock Price Level of the Pubco Ordinary Shares is greater than or equal to $11.50 per Pubco Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Vesting Term, and (2) 2 the remaining 50% of such Earnout Shares will become fully vested if, at any time during the Vesting Term, the Stock Price Level of the Pubco Ordinary Shares is greater than or equal to $13.00 per Pubco Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Vesting Term; provided , however , that in the event of (A) a merger, amalgamation, arrangement, consolidation or other business combination involving Pubco, (B) a sale of all or substantially all of the assets of Pubco, or (C) any other transaction or series of related transactions as a result of which the holders of Pubco Ordinary Shares immediately prior to such transaction cease to own at least a majority of the outstanding Pubco Ordinary Shares of Pubco or its successor entity, in any case, during the Vesting Term, then, immediately prior to the consummation of such transaction, any and all Earnout Shares shall become fully vested and shall no longer be subject to forfeiture under the Sponsor Support Agreement, (c) in exchange for the Key Company Shareholder’s execution and delivery of a deed of termination of the Company Shareholders’ Agreement, to transfer to the Key Company Shareholder, after the Effective Time and concurrently with the consummation of the Share Acquisition, an aggregate of (1) 1,035,000 Pubco Ordinary Shares received in the Merger by the Sponsor (such Pubco Ordinary Shares, the “ Transferred Shares ”, and such transfer, the “ Share Transfer ”), which such Transferred Shares shall not be subject to the vesting and forfeiture conditions as the Purchaser Earnout Shares or the Earnout Shares, and (2) 1,216,508 Pubco Private Warrants held by the Sponsor (such Pubco Private Warrants, the “ Transferred Warrants ”, and such transfer, the “ Warrant Transfer ”). (H) Concurrently with the execution and delivery of this Agreement, Purchaser, Pubco and the Company have entered into a Non-Competition Agreement in favor of Pubco, Purchaser, the Sponsor and the Company with the Key Company Shareholder (collectively, the “ Non-Competition Agreement ”), in substantially the form attached hereto at Exhibit C , which will be effective as of the Share Acquisition Closing and will provide for a restricted period from the Share Acquisition Closing until the second anniversary of the Share Acquisition Closing Date. (I) The board of directors of Purchaser (the “ Purchaser Board ”) has unanimously (i) determined that it is in the best interests of Purchaser and the shareholders of Purchaser (the “ Purchaser Shareholders ”) (other than the Sponsor), and declared it advisable, for Purchaser to enter into this Agreement and the other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Merger) and (iii) recommended the adoption and approval of the Shareholder Approval Matters by the Purchaser Shareholders. (J) The board of directors of the Company (the “ Company Board ”) has (i) determined that it is advisable and in the best interests of the Company and the Company Beneficial Owners to enter into this Agreement and other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Share Acquisition) and (iii) recommended the adoption and approval of this Agreement, the other Ancillary Documents to which the Company is a party and the Transactions (including the Share Acquisition) by the Company Beneficial Owners. (K) The sole director of Pubco (the “ Pubco Board ”) has (i) determined that it is in the best interests of Pubco and the Key Company Shareholder as the sole shareholder of Pubco, and declared it advisable, for Pubco to enter into this Agreement and the other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Merger) and (iii) recommended the adoption and approval of this Agreement, the other Ancillary Documents to which Pubco is a party and the Transactions (including the Merger) by the Key Company Shareholder as the sole shareholder of Pubco. (L) Certain capitalized terms used herein are defined in ARTICLE XIV . 3 IT IS AGREED THAT: ARTICLE I MERGER 1.1 Merger . At the Merger Effective Time, subject to and upon the terms and conditions of this Agreement and the plan of merger in substantially the form as attached hereto as Exhibit D (the “ Plan of Merger ”), and in accordance with the applicable provisions of the Cayman Companies Act, Purchaser, as a constituent party for the purpose of the Cayman Companies Act, and Pubco, as a constituent party for the purpose of the Cayman Companies Act, shall consummate the Merger, pursuant to which Purchaser shall be merged with and into Pubco with Pubco being the surviving entity for the purpose of the Cayman Companies Act, following which the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company, and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the Cayman Companies Act. Pubco, as the surviving company after the Merger, is hereinafter sometimes referred to as the “ Surviving Company ” ( provided , that references to Purchaser for periods after the Merger Effective Time shall include the Surviving Company). 1.2 Merger Effective Time . Purchaser and Pubco shall cause the Merger to be consummated by filing the Plan of Merger and other Cayman Merger Filing Documents to be filed with the Cayman Registrar (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Companies Act). The Merger shall become effective on the Merger Closing Date when the Plan of Merger is registered by the Cayman Registrar or at such other, later date and time as is agreed between the Parties and specified in the Plan of Merger (such date and time is hereinafter referred to as the “ Merger Effective Time ”). 1.3 Effect of the Merger . At the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger, and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, assets, rights, privileges, agreements, immunities, powers and franchises, debts, Liabilities, duties and obligations of Purchaser and Pubco shall become the property, assets, rights, privileges, agreements, immunities, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Purchaser and Pubco set forth in this Agreement to be performed after the Merger Effective Time. 1.4 Organizational Documents of Surviving Company . At the Merger Effective Time, the Surviving Company shall adopt new amended and restated memorandum and articles of association, substantially in the form attached hereto as Exhibit E (the “ Amended Pubco Charter ”). 1.5 Directors and Officers of Surviving Company . At the Merger Effective Time, the board of directors and executive officers of Pubco immediately prior to the Merger Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Organizational Documents of the Surviving Company until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. 1.6 Effect of Merger on Purchaser Securities . Each Purchaser Public Unit outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Purchaser Class A Ordinary Share and one-half of a Purchaser Public Warrant in accordance with the terms of the applicable Purchaser Public Unit, which underlying Purchaser Securities shall be converted in accordance with the applicable terms of this Section 1.6 . At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Purchaser or Pubco: 4 (a) Purchaser Ordinary Shares . Every issued and outstanding Purchaser Ordinary Share (other than those described in Section 1.6(c) below) shall be converted automatically into the right of the holder thereof to receive one Pubco Ordinary Share, following which, all Purchaser Ordinary Shares shall cease to be outstanding and shall automatically be cancelled and extinguished and shall cease to exist. The holders of certificates previously evidencing Purchaser Ordinary Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing Purchaser Ordinary Shares shall be exchanged for a certificate (if requested) representing the same number of Pubco Ordinary Shares upon the surrender of such certificate in accordance with this Section 1.6(a) and Section 1.7 . Each certificate formerly representing Purchaser Ordinary Shares (other those described in Section 1.6(c) below) shall thereafter represent only the right to receive the same number of Pubco Ordinary Shares in accordance with this Section 1.6(a) . The Sponsor, as the holder of all of the issued and outstanding Purchaser Class B Ordinary Shares, hereby waives, in accordance with Section 17.3 of the Purchaser Charter, any adjustment to the Initial Conversion Ratio (as defined in the Purchaser Charter) set forth in Section 17.2 of the Purchaser Charter arising out of the Transactions contemplated by this Agreement. (b) Purchaser Warrants . (i) Every issued and outstanding Purchaser Public Warrant shall be converted automatically into the right of the holder thereof to receive one Pubco Public Warrant, and (ii) every issued and outstanding Purchaser Private Warrant shall be converted automatically into the right of the holder thereof to receive one Pubco Private Warrant. At the Merger Effective Time, the Purchaser Warrants shall cease to be outstanding and extinguished and shall automatically be cancelled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants, except that in each case they shall represent the right to acquire the number of Pubco Ordinary Shares set forth therein. At or prior to the Merger Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Warrants. (c) Cancellation of Capital Shares or Pubco Warrants Owned by Purchaser . At the Merger Effective Time, if there are any Purchaser Ordinary Shares or Purchaser Warrants that are owned by Purchaser as treasury shares or warrants, such Purchaser Ordinary Shares or Purchaser Warrants shall be automatically cancelled and extinguished without any conversion thereof or payment therefor. (d) Transfers of Ownership . If any certificate for Purchaser Securities is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be accompanied by an appropriate instrument of transfer and that the person requesting such exchange will have paid to Purchaser or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for Purchaser Securities in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Purchaser or any agent designated by it that such Tax has been paid or is not payable. (e) No Liability . Notwithstanding anything to the contrary in this Section 1.6 , none of the Surviving Company, the Company or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. (f) Dissenters’ Rights . (i) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, and subject at all times to applicable Law, Purchaser Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by the Purchaser Shareholders who shall have validly exercised their dissenters’ rights for such Purchaser Ordinary Shares in accordance with Section 238 of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of 5 dissenters’ rights (the “ Dissenting Purchaser Shares ” and the holders of such Dissenting Purchaser Shares being the “ Dissenting Purchaser Shareholders ”) shall not be converted into, and such Dissenting Purchaser Shareholders shall have no right to receive, the applicable merger consideration as contemplated herein and shall instead be entitled to receive only the payment of the fair value of such Dissenting Purchaser Shares held by them determined in accordance with Section 238 of the Cayman Companies Act unless and until such Dissenting Purchaser Shareholder fails to perfect or withdraws or otherwise loses his, her or its dissenters’ rights under the Cayman Companies Act. The Purchaser Ordinary Shares owned by any Purchaser Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting Purchaser Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable merger consideration as contemplated herein, without any interest thereon. (ii) Prior to the Merger Closing, Purchaser shall give the Company (A) prompt written notice of any demands for dissenters’ rights received by Purchaser from the Purchaser Shareholders and any withdrawals of such demands and (B) the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for dissenters’ rights under the Cayman Companies Act. Purchaser shall not, except with the prior written consent of the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a Purchaser Shareholder of its rights to dissent from the Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands. 1.7 Effect of Merger on Pubco Capital Shares . At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of Purchaser or Pubco, all of the shares of Pubco issued and outstanding immediately prior to the Merger Effective Time (excluding, for the avoidance of doubt, any Pubco Ordinary Shares issued at the Merger Effective Time) shall be repurchased for an amount of US$1.00, and the Key Company Shareholder (as sole shareholder of Pubco immediately prior to the Merger Effective Time) hereby irrevocably consents to such repurchase. 1.8 Satisfaction of Rights . All securities issued upon the surrender of Purchaser Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of Purchaser Securities shall also apply to the Pubco Securities so issued in exchange. 1.9 Lost, Stolen or Destroyed Purchaser Certificates . In the event any certificates representing Purchaser Securities shall have been lost, stolen or destroyed, Pubco shall issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, upon the making of an indemnity of that fact by the holder thereof, such securities, as may be required pursuant to Section 1.6 . 1.10 Taking of Necessary Action; Further Action . If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Purchaser and Pubco, the officers and directors of Purchaser and Pubco are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement. 1.11 Tax Consequences . (a) The Parties hereby agree and acknowledge that for U.S. federal income tax purposes (i) the Merger is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) this Agreement is intended to constitute and the Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). To the extent required to take a position, 6 the Parties hereby agree to file all applicable Tax and other informational returns on a basis consistent with such characterization, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or a change in applicable Law after the date hereof. Each of the Parties acknowledge and agree that each (x) has had the opportunity to obtain independent legal and Tax advice with respect to the Transactions, and (y) is responsible for paying its own Taxes, including any adverse Tax consequences that may result to it if the Merger does not qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. (b) The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, the Share Acquisition is expected to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Code; provided , that if, prior to the fifteenth (15th) day of the eighth (8th) month following the Share Acquisition Closing Date, Pubco notifies the Company and the Company Shareholders Representative of its reasonable and good faith determination that the Share Acquisition constituted a “qualified stock purchase” within the meaning of Section 338(d)(3) of the Code of Company Shares by Pubco, including the technical basis for such determination, the Company and the Company Shareholders Representative will consider in good faith any request from Pubco to make an election pursuant to Section 338(g) of the Code with respect to the Share Acquisition (such election, a “ Section 338 Election ”) and Pubco shall not make a Section 338 Election without the prior written consent of the Company and the Company Shareholders Representative. In connection with a potential Section 338 Election, at the time of the Share Acquisition Closing, the Company shall use commercially reasonable efforts to cause its wholly-owned subsidiary, OpenPayd US LLC, a Delaware limited liability company which has elected to be treated as an association taxable as a corporation for U.S. federal income tax purposes, to provide Pubco a duly executed certification that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3), dated no more than 30 days prior to the Share Acquisition Closing Date, along with a duly executed notice to the Internal Revenue Service that meets the requirements of Treasury Regulations Section 1.897-2(h), in each case, in form and substance reasonably acceptable to the Purchaser’s Representative (collectively, the “ FIRPTA Certificate ”); provided that, notwithstanding anything to the contrary in this Agreement, Pubco shall be solely responsible for any Taxes arising from a Section 338 Election regardless of whether the FIRPTA Certificate is provided, and in no event shall any failure to deliver the FIRPTA Certificate constitute a failure of a condition to the Share Acquisition Closing pursuant to ARTICLE X or otherwise. 1.12 PIPE Investment . Substantially simultaneously with the Merger Closing, the PIPE Investment shall be consummated pursuant to, and in the amounts set forth in, the Subscription Agreements. 1.13 Appointment of Transfer Agent . Prior to the Merger Closing, Pubco shall appoint a transfer agent reasonably acceptable to Purchaser (the “ Transfer Agent ”), as its agent, for the purpose of (a) exchanging Purchaser Securities for Pubco Securities, and (b) issuing Exchange Shares. The Transfer Agent shall (i) exchange Purchaser Securities for Pubco Securities, and (ii) issue Exchange Shares, in each case in accordance with the terms of this Agreement and, to the extent applicable, the Plan of Merger, the Cayman Companies Act and customary transfer agent procedures and the rules and regulations of the Depository Trust Company. 1.14 Exchange Procedures . (a) Exchange Procedures . As promptly as practicable after the Merger Effective Time, but in any event within two Business Days thereof, Pubco shall use its reasonable best efforts to cause the Transfer Agent to mail to each holder of record of the Purchaser Class A Ordinary Shares entitled to receive the Pubco Ordinary Shares Consideration pursuant to Section 1.6(a) a letter of transmittal, which shall be in a form reasonably acceptable to Purchaser and the Company (the “ Letter of Transmittal ”), along with instructions for use in effecting the surrender of the certificates evidencing such Purchaser Class A Ordinary Shares (collectively, the “ Certificates ”) pursuant to the Letter of Transmittal. Within five Business Days after the surrender to the Transfer Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefor, and Pubco shall cause the Transfer Agent to deliver the applicable Pubco Ordinary Shares Consideration, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.14(a) , each Certificate entitled to receive a portion of the Pubco Ordinary Shares Consideration in accordance with Section 1.6(a) shall be deemed at all times after the Merger Effective Time, as the case may be, to represent only the right to receive the Pubco Ordinary Shares Consideration that such holder is entitled to receive in accordance with the provisions of Section 1.6(a) . 7 (b) The Pubco Ordinary Shares Consideration delivered upon the exchange of the Purchaser Ordinary Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Purchaser Ordinary Shares. (c) No Liability . None of the Transfer Agent, Purchaser, Pubco, the Company, the Surviving Company or any of their respective Affiliates shall be liable to any holder of Purchaser Ordinary Shares for any such Purchaser Ordinary Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 1.14(c) . (d) Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Transfer Agent will deliver in exchange for such lost, stolen or destroyed Certificate, the Pubco Ordinary Shares Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 1.6(a) . ARTICLE II SHARE ACQUISITION 2.1 Exchange of Company Shares . At the Share Acquisition Closing and subject to and upon the terms and conditions of this Agreement, the Company Shareholders shall sell and transfer to Pubco (or cause to be sold and transferred to Pubco), and Pubco shall purchase from the Company Beneficial Owners, all of the legal and beneficial title to the Company Shares with full title guarantee, free from all Liens and together with all rights attaching to the Company Shares at the Share Acquisition Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the Company Shares after the Share Acquisition Closing). 2.2 Consideration . (a) Subject to and upon the terms and conditions of this Agreement, the aggregate consideration to be paid to each Company Beneficial Owner shall be the product of the Per Share Merger Consideration Value applicable to each Company Share held by that Company Beneficial Owner multiplied by the number of such Company Shares held by that Company Beneficial Owner, as set out next to the name of the relevant Company Beneficial Owner in Schedule 1 to this Agreement, as at the Share Acquisition Closing (in respect of each Company Shareholder, its “ Company Shareholder Merger Consideration ”). (b) The Company Shareholder Merger Consideration in respect of each Company Beneficial Owner shall comprise the Closing Number of Shares to be held by the Company Beneficial Owner. (c) At the Share Acquisition Closing, Pubco shall issue to (i) each Company Beneficial Owner their Closing Number of Shares and (ii) the Company Advisor its Company Advisor Transaction Fee Shares. 2.3 Transfer of Company Shares and Other Undertakings . At the Share Acquisition Closing, each Company Shareholder shall deliver or procure the delivery to Pubco of: (a) a duly executed stock transfer form in respect of its Company Shares to effect the transfer of its Company Shares (the “ STFs ”); (b) share certificates of the Company Shareholders representing the legal title of the Company Shares and certificates of the Beneficial Owners representing the beneficial ownership of their respective Company Shares (the “ Company Certificates ”). In the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to Pubco, the relevant Company Shareholder or Beneficial Owner, as applicable, may instead deliver to the Company an indemnity for lost certificate in form and substance reasonably acceptable to the Company and Pubco; 8 (c) an irrevocable power of attorney in Agreed Form given by each Company Shareholder appointing Pubco as its attorney to exercise all rights in relation to, or that are exercisable by, the register holder of the Company Shares as Pubco in its absolute discretion thinks fit; (d) a copy of any power of attorney in Agreed Form under which any document to be executed by any Company Shareholder under this Agreement has been executed; (e) deed of termination of the Company Shareholders’ Agreement; (f) to the extent not in the possession of the applicable UK Subsidiary, the statutory registers, minute book and any other books and records required to be kept by each UK Subsidiary under the Companies Act 2006, made up to the Share Acquisition Closing date, the registered email address (as contemplated by section 88A of the Companies Act 2006) and the Companies House authentication code used by each UK Subsidiary for making electronic filings with Companies House; and (g) a duly signed letter from the Key Company Shareholder confirming that he has ceased to be a registrable person (within the meaning of section 790C of the Companies Act) in relation to the Company. 2.4 Transfer of Company Shares and Other Undertakings . At the Share Acquisition Closing, (a) the Company shall deliver or procure the delivery to Pubco of a copy of the executed and undated resolution of the Company Board (i) approving the form of the STFs and the transfer of the Company Shares from the Company Shareholders to Pubco, (ii) instructing the Company Board to update the Company’s register of members such that Pubco is entered in the register of members as the sole holder of all of the Company Shares (subject only to due stamping), (iii) instructing the Company Board to update the Company’s register of members to reflect the Share designation referred to in clause (b) , and (iv) resolving to file all necessary notifications, forms and documents in connection with the aforementioned matters be submitted to the Cayman Registrar and the Registrar of Companies for England and Wales, as applicable, (b) Pubco as the sole holder of the issued and outstanding Company Shares immediately following the Share Acquisition Closing shall, by means of an ordinary resolution of the sole shareholder, resolve that, notwithstanding Article 12.3 of the articles of association of the Company, each Class A, Class B, Class C and Class D ordinary share of the Company shall be designated as Class A ordinary shares of the Company, and (c) Purchaser shall deliver or procure the delivery to the Key Company Shareholder and Pubco, evidence of the Share Transfer and the Warrant Transfer in Agreed Form. 2.5 Phantom Incentive Plans . The Company Board has determined that the consummation of the Transactions constitute an “Exit” (as defined in the rules of the Phantom Incentive Plans). Accordingly, at the Share Acquisition Closing, by virtue of consummation of the Transactions and without any action on the part of a holder of any outstanding awards under each of the Phantom Incentive Plans (the “ Phantom Awards ”), each holder of Phantom Awards (the “ Phantom Award Holders ”) will become entitled to the settlement of their Phantom Award in accordance with the terms and conditions of the Phantom Incentive Plans (the “ Phantom Award Settlements ”). The Company shall, and Pubco shall cause the Company to, settle the Phantom Award Settlements at or as promptly as practicable following the Share Acquisition Closing in accordance with the terms of the Phantom Incentive Plans or as otherwise agreed with a Phantom Award Holder. Immediately following the satisfaction of all Liabilities under the Phantom Incentive Plans, the Company shall, and Pubco shall cause the Company to, terminate the Phantom Incentive Plans. 2.6 Fractional Shares . Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco by virtue of this Agreement or the Transactions, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person) shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary Share. 9 2.7 Company Shareholder Consent . Each Company Shareholder (including for the avoidance of doubt, the Key Company Shareholder) hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which the Company is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions. Each Company Shareholder acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of such Company Shareholder as may be required pursuant to the Company’s Organizational Documents, the Company Shareholders’ Agreement or any other agreement in respect of the Company to which such Company Shareholder is a party or bound and all applicable Laws. Each of the Company Shareholders hereby waives and disapplies any and all pre-emption rights, rights of first refusal, tag along, drag along and other rights (each, howsoever described) which may have been conferred on it under the Company’s Organizational Documents, the Company Shareholders’ Agreement or otherwise as may affect the Transactions (other than its rights pursuant to this Agreement). Further, subject to applicable Law, the Company and the Company Shareholders hereby waive any obligations of the parties under the Company’s Organizational Documents and the Company Shareholders’ Agreement to the extent they relate to the Transactions. 2.8 Termination of Certain Agreements . Without limiting the provisions of Section 2.7 or Section 12.2 , the Company and the Company Shareholders hereby agree that, effective at the Share Acquisition Closing, any shareholders, voting or similar Contract among the Company and any of the Company Shareholders or among the Company Shareholders with respect to the Company or its shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect with no Liability whatsoever for the Company, except as otherwise required by law. Further, each of the Company and the Company Shareholders hereby waive any obligations of the parties under any Contract described in the preceding sentence with respect to the Transactions, and any failure of the Parties to comply with the terms thereof in connection with the Transactions. 2.9 Release of Funds from Trust Account . Subject to the terms and conditions of the Trust Agreement, each Party shall use reasonable best efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to cause the funds held in the Trust Account to be released simultaneously with, or as promptly as practicable after, the Share Acquisition Closing. 2.10 Withholding . Purchaser, Pubco, the Company, the Transfer Agent and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. Other than with respect to any compensatory payments subject to payroll withholding, the Person intending to withhold shall use commercially reasonable efforts to notify the Person to whom amounts would otherwise be payable of any amounts that it intends to deduct and withhold at least 5 days prior to the payment with respect to which such amounts will be withheld (which notice shall set forth a description of the factual and legal basis for such withholding) and the Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). To the extent that amounts are so withheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. ARTICLE III CLOSING 3.1 Pre-Closing . The following transactions shall occur in the order set forth in this Section 3.1 : (a) Redemption . At least one day prior to the Merger Closing Date, the Purchaser shall determine the Redemption Price and the number of Purchaser Class A Ordinary Shares tendered for Redemption in connection with the vote on the Shareholder Approval Matters. 10 (b) Closing Statement . Two (2) Business Days after the deadline to tender Purchaser Class A Ordinary Shares for Redemption has lapsed, Purchaser and the Company shall jointly prepare and deliver a statement (the “ Closing Statement ”) that sets forth the Parties’ good faith estimate of the Aggregate Transaction Proceeds and the components thereof, including the amount of funds available in the Trust Account following the Redemption, the Available Financing Proceeds, and the Purchaser Transaction Expenses. The Closing Statement shall be derived in good faith from the books and records of Purchaser. 3.2 Closing . Subject to the satisfaction or waiver of the conditions set forth in ARTICLE X , the closing of the Merger (the “ Merger Closing ”) shall occur on the third Business Day following the satisfaction or waiver of the conditions set forth in ARTICLE X (other than those conditions that by their nature are to be fulfilled at the Merger Closing, but subject to the satisfaction or waiver of such conditions), or at such other date as Purchaser, Pubco and the Company may agree in writing. Subject to the Merger Closing, the closing of the Share Acquisition (the “ Share Acquisition Closing ”) shall occur on the same day as, but immediately following, the Merger Effective Time. The date of the Merger Closing shall be referred to herein as the “ Merger Closing Date ”. The date of the Share Acquisition Closing shall be referred to herein as the “ Share Acquisition Closing Date ”. Each of the Merger Closing and Share Acquisition Closing shall take place virtually or at such place as Purchaser, Pubco and the Company may agree in writing, and at such times on the Merger Closing Date and the Share Acquisition Closing Date as Purchaser, Pubco and the Company agree in writing; provided , that the Share Acquisition Closing shall occur after the Merger Effective Time. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Except as fairly disclosed, other than in respect of the Purchaser Fundamental Representations, in (a) the disclosure schedules delivered by Purchaser to the Company and the Company Shareholders on the date hereof (the “ Purchaser Disclosure Schedules ”), or (b) the SEC Reports that are available on the SEC’s website through EDGAR prior to the date of this Agreement, excluding disclosures referred to in e.g. “Forward-Looking Statements” and “Risk Factors”, and any other disclosures therein to the extent they are generally predictive or cautionary in nature or related to forward-looking statements, Purchaser represents and warrants to the Company, Pubco and the Company Shareholders, as of the date hereof and as of the Merger Closing, as follows: 4.1 Organization and Standing . Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Purchaser has heretofore made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect. Purchaser is not in violation of any provision of its Organizational Documents in any material respect. 4.2 Authorization; Binding Agreement . Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Required Shareholder Approval and the Required Warrantholder Approval, if applicable. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions (a) have been duly and validly authorized by the Purchaser Board and (b) other than the Required Shareholder Approval and the Required Warrantholder Approval, if applicable, no other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. The Purchaser Board, at a duly called and held meeting or in writing by way of a unanimous written resolution as permitted by Purchaser’s Organizational Documents, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of Purchaser and the Purchaser Shareholders in 11 accordance with Purchaser’s Organizational Documents and the Cayman Companies Act, (ii) approved and adopted this Agreement, (iii) recommended that the Purchaser Shareholders vote in favor of the approval of this Agreement (and the Transactions), the Merger, and the other Shareholder Approval Matters in accordance with the Purchaser’s Organizational Documents and the Cayman Companies Act (the “ Purchaser Recommendation ”) and (iv) directed that this Agreement and the Shareholder Approval Matters be submitted to the Purchaser Shareholders for their approval. This Agreement has been, and each Ancillary Document to which Purchaser is a party shall be when delivered, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “ Enforceability Exceptions ”). 4.3 Governmental Approvals . No Consent of or with any Governmental Authority, on the part of Purchaser is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation by Purchaser of the Transactions, other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act and the Exchange Act, (c) registration of the Merger by the Cayman Registrar, and (d) any filings required to satisfy the CIC Conditions. 4.4 Non-Contravention . The execution and delivery by Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by Purchaser of the Transactions, and compliance by Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 , and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Purchaser. 4.5 Capitalization . (a) As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Section 4.5(a) of the Purchaser Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Laws of the Cayman Islands, Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, Purchaser does not have any Subsidiaries or own any equity interests in any other Person. 12 (b) Except as set forth in Section 4.5(a) or Section 4.5(b) of the Purchaser Disclosure Schedules, there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein, there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any shares of Purchaser. (c) All Indebtedness of Purchaser as of the date of this Agreement is disclosed in Section 4.5(c) of the Purchaser Disclosure Schedules. No Indebtedness of Purchaser contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser, or (iii) the ability of Purchaser to grant any Lien on its properties or assets. As of the date hereof, Purchaser does not have any present intention, agreement, arrangement or understanding to enter into or incur, any additional obligations with respect to or under any Indebtedness. (d) Since the date of formation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Purchaser Board has not authorized any of the foregoing. 4.6 SEC Filings; Purchaser Financials; Internal Controls . (a) Purchaser, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Purchaser with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Share Acquisition Closing. Except to the extent available on the SEC’s web site through EDGAR, Purchaser has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Purchaser’s quarterly reports on Form 10-Q for each fiscal quarter that Purchaser filed such reports to disclose its quarterly financial results in each of the fiscal years of Purchaser, (ii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Purchaser with the SEC since the IPO (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i) and (ii) above, whether or not available through EDGAR, are, collectively, the “ SEC Reports ”). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Section 4.6 , the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) As of the date of this Agreement, (i) the Purchaser Ordinary Shares and the Purchaser Public Warrants are listed on Nasdaq, in the ticker of TACHU, TACH and TACHW, respectively, (ii) Purchaser has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such Purchaser Securities, (iii) there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by the Financial Industry Regulatory Authority Inc. with respect to any intention by such entity to suspend, prohibit or terminate the listing of such Purchaser Securities on Nasdaq, and (iv) such Purchaser Securities are in compliance with all of the applicable corporate governance rules of Nasdaq. 13 (c) The financial statements and notes of Purchaser contained or incorporated by reference in the SEC Reports (the “ Purchaser Financials ”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Purchaser at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved, (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable), and (iii) audited in accordance with PCAOB standards. (d) Except as and to the extent reflected or reserved against in the Purchaser Financials, Purchaser has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since Purchaser’s formation in the ordinary course of business. Purchaser does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements other than those of Purchaser are required by GAAP to be included in the financial statements of Purchaser. (e) Since the IPO, neither Purchaser nor Purchaser’s independent auditors has identified or been made aware of any (i) “significant deficiency” in the internal controls over financial reporting of Purchaser, (ii) “material weakness” in the internal controls over financial reporting of Purchaser, (iii) fraud, whether or not material, that involves management or other employees of Purchaser who have a role in the internal controls over financial reporting of Purchaser or (iv) any written claim or allegation regarding any of the foregoing. (f) Except as not required in reliance on exemptions from various reporting requirements by virtue of Purchaser’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, since the IPO, (i) Purchaser has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with GAAP, and (ii) Purchaser has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal executive officer and principal financial officer by others within Purchaser, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. (g) There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Purchaser. Purchaser has not taken any action prohibited by Section 402 of SOX. (h) To the Knowledge of Purchaser, as of the date hereof, there are no outstanding comments from the SEC with respect to the SEC Reports. To the Knowledge of Purchaser, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. 4.7 Absence of Certain Changes . As of the date of this Agreement, Purchaser has (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities, and (b) since the IPO, not been subject to a Material Adverse Effect. 4.8 Compliance with Laws . Purchaser is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on Purchaser, and Purchaser has not received written notice alleging any violation of applicable Law in any material respect by Purchaser. 14 4.9 Actions; Orders; Permits . There is no pending or, to the Knowledge of Purchaser, threatened Action to which Purchaser is subject which would reasonably be expected to have a Material Adverse Effect on Purchaser or on the ability of Purchaser to enter into and perform its obligations under this Agreement. There is no material Action that Purchaser has pending against any other Person. Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on Purchaser. 4.10 Taxes and Returns . (a) Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects. Purchaser has timely paid, or caused to be paid, all material Taxes required to be paid, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. (b) There are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against Purchaser, in respect of any material Tax, and Purchaser has not been notified in writing of any material proposed Tax claims or assessments against Purchaser. (c) There are no material Liens with respect to any Taxes upon any of Purchaser’s assets, other than Permitted Liens. Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due in any Tax Return. No written claim has been made by any Governmental Authority which remains outstanding where Purchaser does not file a Tax Return that it is or may be subject to taxation in that jurisdiction with respect to Taxes that would be the subject of such Tax Return. (d) Purchaser does not have any material Liability for the Taxes of another Person as a transferee or successor or by contract (other than those entered into in the ordinary course of business the principal purpose of which is not Tax) and Purchaser is not a party to or bound by any other Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement with respect to Taxes (including closing agreement or other similar agreement relating to Taxes with any Governmental Authority). (e) Purchaser has never been a party to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code). (f) Purchaser has never been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (g) As of the date hereof, Purchaser is not and has never been a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code and is not treated as a U.S. corporation under Section 7874(b) of the Code. (h) Purchaser is not liable to pay any material stamp taxes in order to have valid title over any of its assets (excluding, for the avoidance of doubt, Company Shares). 4.11 Employees and Employee Benefit Plans . Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans. Except as set forth on Section 4.11 of the Purchaser Disclosure Schedules, neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the Transactions will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Purchaser, or (ii) result in the acceleration of the time of payment or vesting of any such payment or benefit. 15 4.12 Properties . Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Purchaser does not own or lease any material real property or Personal Property. 4.13 Material Contracts . (a) Except as set forth on Section 4.13 of the Purchaser Disclosure Schedules, other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by Purchaser on less than 60 days’ prior notice without payment of a material penalty or termination fee, or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of Purchaser or any of its current or future Affiliates, any acquisition of material property by Purchaser or any of its current or future Affiliates, or restricts in any material respect the ability of Purchaser or any of its current or future Affiliates from engaging in business as currently conducted by it or from competing with any other Person (each, a “ Purchaser Material Contract ”). All Purchaser Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports. (b) With respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the Purchaser Material Contract is valid, binding and enforceable in all material respects against Purchaser and, to the Knowledge of Purchaser, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) Purchaser is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material Contract; and (iv) to the Knowledge of Purchaser, no other party to any Purchaser Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by Purchaser under any Purchaser Material Contract. 4.14 Transactions with Affiliates . Section 4.14 of the Purchaser Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between Purchaser, on the one hand, and any (a) present or former director, officer, employee, manager, direct equityholder or Affiliate of Purchaser, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent of Purchaser’s outstanding capital stock as of the date hereof, on the other hand. 4.15 Investment Company Act; JOBS Act . Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act. Purchaser constitutes an “emerging growth company” within the meaning of the JOBS Act. 4.16 Finders and Brokers . Except as set forth on Section 4.16 of the Purchaser Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Pubco, the Target Companies, the Company Shareholders or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Purchaser. Section 4.16 of the Purchaser Disclosure Schedules shall set forth, as of the date of this Agreement, the amounts of any such fees or commissions that are due or would, upon the Share Acquisition Closing, be due. 4.17 Certain Business Practices . (a) Neither Purchaser, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of 16 the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment, or (iv) since the formation of Purchaser, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder Purchaser or assist it in connection with any actual or proposed transaction. No Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened. (b) The operations of Purchaser are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened. (c) None of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), the U.S. Department of State, the UK Office of Financial Sanctions Implementation (“ OFSI ”) or other applicable Governmental Authority, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, Russia and the Crimea region of Ukraine), or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a person identified in clauses (i) or (ii) ; and Purchaser has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned by OFAC, OFSI or other applicable Governmental Authority (currently, Cuba, Iran, North Korea, Russia, and the Ukrainian territories of Crimea, Donetsk and Luhansk) or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any sanctions administered by OFAC, OFSI or the U.S. Department of State or other applicable Governmental Authority in the last five fiscal years. Neither Purchaser nor any of its directors or officers, nor, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser has engaged in any conduct, activity, or practice that would constitute a violation or apparent violation of any applicable sanctions laws administered by OFAC, OFSI, the U.S. Department of State, or other applicable Governmental Authority. No Action involving Purchaser with respect to the any of the foregoing is pending or, to the Knowledge of Purchaser, threatened. 4.18 Insurance . Section 4.18 of the Purchaser Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by Purchaser relating to Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and Purchaser is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of Purchaser, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by Purchaser. Purchaser has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to Purchaser. 4.19 Information Supplied . None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to the Purchaser Shareholders or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of the documents identified in clauses (a) through (c) , will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing 17 Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Pubco, the Target Companies, the Company Shareholders or any of their respective Affiliates. 4.20 Trust Account . As of the date hereof, Purchaser had an amount of assets in the Trust Account of not less than $288,958,697.03. The Trust Agreement is in full force and effect and is a valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (a) in respect of deferred underwriting commissions set forth in Section 4.20 of the Purchaser Disclosure Schedules (the “ Deferred Underwriting Commissions ”) or Taxes, (b) the Purchaser Shareholders prior to the Merger Effective Time who shall have elected to redeem their Purchaser Class A Ordinary Shares pursuant to the Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination, or (c) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then the Purchaser Shareholders) to any portion of the funds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem Purchaser Class A Ordinary Shares pursuant to the Purchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of the Purchaser to dissolve or liquidate pursuant to the Purchaser’s Organizational Documents shall terminate, and as of the Merger Effective Time, the Purchaser shall have no obligation whatsoever pursuant to the Purchaser’s Organizational Documents to dissolve and liquidate the assets of the Purchaser by reason of the consummation of the Transactions. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Pubco contained herein and the compliance by the Company and Pubco with their respective obligations hereunder, the Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the Purchaser on the Share Acquisition Closing Date. 4.21 Investigation; No Additional Representations or Warranties . Purchaser acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Target Companies and has been afforded satisfactory access to the books and records, facilities and personnel of the Target Companies for purposes of conducting such investigation. In entering into this Agreement and the Ancillary Documents to which it is or will be a party, Purchaser, on its own behalf and on behalf of its Representatives, has relied solely on its own investigation and analysis and acknowledges and agrees that, except as expressly set forth in ARTICLE V , ARTICLE VI and ARTICLE VII (in each case, including the related portions of the Company Disclosure Schedules), no other representations or warranties, either express or implied, have been made by Pubco, the Company, the Company Shareholders or any of their respective Representatives in connection with or related to this Agreement, the Ancillary Documents or the Transactions. 4.22 Knowledge . To the Knowledge of Purchaser, as at the date of this Agreement, there is no fact or circumstance which is likely to give rise to a claim by Purchaser for breach of any of the representations or warranties of the Company or the Company Shareholders set forth in this Agreement. 18 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBCO Pubco represents and warrants to Purchaser, the Company and the Company Shareholders, as of the date hereof and as of the Merger Closing, and in respect of the Pubco Fundamental Representations, as of the Share Acquisition Closing, as follows: 5.1 Organization and Standing . Pubco is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Pubco has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Pubco is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Pubco has heretofore made available to Purchaser and the Company accurate and complete copies of its Organizational Documents, as currently in effect. Pubco is not in violation of any provision of its Organizational Documents in any material respect. 5.2 Authorization; Binding Agreement . Subject to obtaining the Required Shareholder Approval, the Required Warrantholder Approval, if applicable, and filing the Amended Pubco Charter, Pubco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly and validly authorized by the Pubco Board and shareholder of Pubco and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Amended Pubco Charter), on the part of Pubco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which Pubco is a party has been or shall be when delivered, duly and validly executed and delivered by Pubco and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, subject to the Enforceability Exceptions. 5.3 Governmental Approvals . Except as set forth on Section 6.5 of the Company Disclosure Schedules, no Consent of or with any Governmental Authority, on the part of Pubco is required to be obtained or made in connection with the execution, delivery or performance by Pubco of this Agreement and each Ancillary Document to which it is a party or the consummation by Pubco of the Transactions and thereby, other than (a) such filings as are expressly contemplated by this Agreement, including the Amended Pubco Charter, (b) any filings required with Nasdaq or the SEC with respect to the Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, (d) registration of the Merger by the Cayman Registrar, and (e) any filings required to satisfy the CIC Conditions. 5.4 Non-Contravention . The execution and delivery by Pubco of this Agreement and each Ancillary Document to which it is a party, the consummation by Pubco of the Transactions, and compliance by Pubco with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of Pubco’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 , and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to Pubco or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Pubco under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of Pubco under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of Pubco, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Pubco. 19 5.5 Capitalization . (a) As of the date hereof and as of immediately prior to the Merger Effective Time, Pubco is authorized to issue a maximum of 500,000,000 Pubco Ordinary Shares and 1,000,000 Pubco Preferred Shares, of which one Pubco Ordinary Share is issued and outstanding, which is owned by the Key Company Shareholder. Prior to giving effect to the Transactions, Pubco does not have any Subsidiaries or own any equity interests in any other Person. Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act. (b) On the Share Acquisition Closing all of the issued and outstanding Pubco Ordinary Shares (i) will be duly authorized, validly issued, fully paid and nonassessable, (ii) will have been issued in compliance in all material respects with applicable Law and (iii) will not have been issued in breach or violation of any pre-emptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person in an agreement to which Pubco is a party or by which it is bound. (c) Other than this Agreement, the Ancillary Documents and the transactions contemplated hereunder and thereunder, including to effect the Pubco Equity Incentive Plan and issue Pubco Ordinary Shares thereunder, there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-emptive or similar rights; (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights; or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character, (A) relating to the issued or unissued Pubco Securities, (B) obligating Pubco to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any shares, or (C) obligating Pubco to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such shares. Other than as expressly set forth in this Agreement, there are no outstanding obligations of Pubco to repurchase, redeem or otherwise acquire any shares of Pubco or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein or in any Ancillary Document, there are no shareholders agreements, voting trusts or other agreements or understandings to which Pubco is a party with respect to the voting or transfer of any shares of Pubco. 5.6 Pubco Activities . Since its formation, Pubco (a) has not engaged in any business activities other than as contemplated by this Agreement, (b) has not owned directly or indirectly any ownership, equity, profits or voting interest in any Person, (c) other than fees in respect of its incorporation, has not had any assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions, and (d) other than its Organizational Documents, this Agreement, the engagement letter with Maples and Calder (Cayman) LLP, dated February 26, 2026 and the Ancillary Documents to which it is a party, has not been party to or bound by any Contract. 5.7 Finders and Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Pubco (excluding, for the avoidance of doubt, any fees or commissions as set forth on Section 4.16 of the Purchaser Disclosure Schedules and/or Section 6.27 of the Company Disclosure Schedules). 5.8 Investment Company Act . Pubco is not an “investment company” or, a Person directly or indirectly controlled by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meanings of the Investment Company Act. 5.9 Information Supplied . None of the information supplied or to be supplied by Pubco expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the 20 consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c) , will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Pubco expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Pubco does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Company Shareholders or any of their respective Affiliates. 5.10 Investigation; No Additional Representations or Warranties . Pubco acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Target Companies and Purchaser and has been afforded satisfactory access to the books and records, facilities and personnel of the Target Companies and Purchaser for purposes of conducting such investigation. In entering into this Agreement and the Ancillary Documents to which it is or will be a party, Pubco, on its own behalf and on behalf of its Representatives, has relied solely on its own investigation and analysis and acknowledges and agrees that, except as expressly set forth in ARTICLE IV , ARTICLE VI and ARTICLE VII (in each case, including the related portions of the Purchaser Disclosure Schedules or the Company Disclosure Schedules, as applicable), no other representations or warranties, either express or implied, have been made by Purchaser, the Company, the Company Shareholders or any of their respective Representatives in connection with or related to this Agreement, the Ancillary Documents or the Transactions. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as fairly disclosed, other than in respect of the Company Fundamental Representations, in (a) the disclosure schedules delivered by the Company to Purchaser on the date hereof (the “ Company Disclosure Schedules ”), (b) the contents of the Data Room or (c) documents delivered to Purchaser or Purchaser’s legal counsel, the Company hereby represents and warrants to Purchaser as of the date hereof and as of the Merger Closing, and in respect of the Company Fundamental Representations, as of the Share Acquisition Closing, as follows: 6.1 Organization and Standing . The Company is a company duly organized, validly existing and in good standing under the Laws of England and Wales and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each other Target Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing (to the extent that such concept applies) in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates would not individually or in the aggregate reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. The Company has provided to Purchaser accurate and complete copies of the Organizational Documents of each Target Company, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material respect. 21 6.2 Authorization; Binding Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder, to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the Transactions (a) have been duly and validly authorized by the Company Board in accordance with the Company’s Organizational Documents and any applicable Law, and (b) no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. 6.3 Capitalization . (a) The allotted and issued share capital of the Company consists solely of the Company Shares, and there are no other issued or outstanding equity interests of the Company. The Key Company Shareholder is the legal and beneficial owner of the Company Shares set forth opposite his name in Schedule 1 to this Agreement, and the Zedra Trust Shareholder is the owner of legal title of the Company Shares set forth opposite its name in Schedule 1 to this Agreement for and on behalf of the Relevant Beneficiaries who beneficially own the Company Shares set forth opposite the name of such Relevant Beneficiary in Schedule 1 to this Agreement, all of which are held by the Company Shareholders free from any Liens other than those imposed under the Company’s Organizational Documents, applicable securities Laws or as set forth in Schedule 1 to this Agreement. After giving effect to the Share Acquisition (and subject to stamping), Pubco shall own the legal and beneficial title to the issued share capital of the Company free from any Liens other than those imposed under the Company’s Organizational Documents and applicable securities Laws. All of the Company Shares have been duly authorized and validly issued, fully paid or credited as fully paid and are not in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the UK Companies Act, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. (b) No Target Company currently has, and no Target Company has had, since January 1, 2024, any stock option or other equity incentive plans. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no Company Convertible Securities or pre-emptive rights or rights of first refusal or first offer, except for those rights as provided in the Company’s Organizational Documents which have been disapplied and waived by the Company Shareholders pursuant to Section 2.7 , nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of the Company Shareholders or any of their respective Affiliates are a party or bound relating to any equity securities of the Company, whether or not outstanding. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to the voting or transfer of any Company Shares. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of the Company have been granted, offered, sold and issued in compliance with all applicable Laws. As a result of the consummation of the Transactions, except as set forth on Section 6.3(b) of the Company Disclosure Schedules, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). 22 (c) Since January 1, 2024, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company (other than equity interests of any Company employee that is repurchased pursuant to the terms of any employment agreement or Company Benefit Plan), and the Company Board has not authorized any of the foregoing. 6.4 Company Subsidiaries . (a) All of the outstanding equity securities of each Company Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other than those, if any, imposed by such Company Subsidiary’s Organizational Documents or applicable Laws). There are no Contracts to which the Company or any of its Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary of the Company other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary of the Company is a party or which are binding upon any Company Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Company Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary of the Company. No Company Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except as set forth on Section 6.4(a) of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person; (ii) no Target Company is a participant in any joint venture, partnership or similar arrangement; and (iii) there are no outstanding contractual obligations of a Target Company to provide funds to or make any loan or capital contribution to any other Person. 6.5 Governmental Approvals . Except as set forth on Section 6.5 of the Company Disclosure Schedules, no Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents to which it is or required to be a party or otherwise bound, or the consummation by the Company of the Transactions other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and (c) any filings required to satisfy the CIC Conditions. 6.6 Non-Contravention . Except as set forth on Section 6.6 of the Company Disclosure Schedules, the execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party, and the consummation by any Target Company of the Transactions and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 , the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except in cases of clauses (b) and (c) , as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. 23 6.7 Financial Statements . (a) True and correct copies of the Management Accounts have been provided to Purchaser. As used herein, the term “ Management Accounts ” means the unaudited monthly management accounts of the Company for each completed calendar month for the period beginning on January 1, 2025 and ending on December 31, 2025, comprising at least a profit and loss account and balance sheet (and, where available, cash flow statement),…

Document text

EX-2.1 · titanacq_ex2-1.htm

EX-2.1
 2
 titanacq_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

 Execution Version

 BUSINESS COMBINATION AGREEMENT

 by and among

 TITAN ACQUISITION CORP

 (Purchaser)

 TITAN ACQUISITION SPONSOR HOLDCO LLC

 (solely in its capacity as the Purchaser Representative)

 OPENPAYD GLOBAL HOLDINGS LIMITED

 (Pubco)

 OPENPAYD HOLDINGS LIMITED

 (Company)

 OZAN ÖZERK

 (solely in his capacity as the Company Shareholders Representative)

 and

 THE COMPANY SHAREHOLDERS SET FORTH HEREIN

 Dated as of June 1, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE
I MERGER

 4

 1.1

 MERGER

 4

 1.2

 MERGER
EFFECTIVE TIME

 4

 1.3

 EFFECT
OF THE MERGER

 4

 1.4

 ORGANIZATIONAL
DOCUMENTS OF SURVIVING COMPANY

 4

 1.5

 DIRECTORS
AND OFFICERS OF SURVIVING COMPANY

 4

 1.6

 EFFECT
OF MERGER ON PURCHASER SECURITIES

 4

 1.7

 EFFECT
OF MERGER ON PUBCO CAPITAL SHARES

 6

 1.8

 SATISFACTION
OF RIGHTS

 6

 1.9

 LOST,
STOLEN OR DESTROYED PURCHASER CERTIFICATES

 6

 1.10

 TAKING
OF NECESSARY ACTION; FURTHER ACTION

 6

 1.11

 TAX
CONSEQUENCES

 6

 1.12

 PIPE
INVESTMENT

 7

 1.13

 APPOINTMENT
OF TRANSFER AGENT

 7

 ARTICLE
II SHARE ACQUISITION

 8

 2.1

 EXCHANGE
OF COMPANY SHARES

 8

 2.2

 CONSIDERATION

 8

 2.3

 TRANSFER
OF COMPANY SHARES AND OTHER UNDERTAKINGS

 8

 2.4

 TRANSFER
OF COMPANY SHARES AND OTHER UNDERTAKINGS

 9

 2.5

 PHANTOM
INCENTIVE PLANS

 9

 2.6

 FRACTIONAL
SHARES

 9

 2.7

 COMPANY
SHAREHOLDER CONSENT

 10

 2.8

 TERMINATION
OF CERTAIN AGREEMENTS

 10

 2.9

 RELEASE
OF FUNDS FROM TRUST ACCOUNT

 10

 2.10

 WITHHOLDING

 10

 ARTICLE
III CLOSING

 10

 3.1

 PRE-CLOSING

 10

 3.2

 CLOSING

 11

 ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF PURCHASER

 11

 4.1

 ORGANIZATION
AND STANDING

 11

 4.2

 AUTHORIZATION;
BINDING AGREEMENT

 11

 4.3

 GOVERNMENTAL
APPROVALS

 12

 4.4

 NON-CONTRAVENTION

 12

 4.5

 CAPITALIZATION

 12

 4.6

 SEC
FILINGS; PURCHASER FINANCIALS; INTERNAL CONTROLS

 13

 4.7

 ABSENCE
OF CERTAIN CHANGES

 14

 4.8

 COMPLIANCE
WITH LAWS

 14

 4.9

 ACTIONS;
ORDERS; PERMITS

 15

 4.10

 TAXES
AND RETURNS

 15

 4.11

 EMPLOYEES
AND EMPLOYEE BENEFIT PLANS

 15

 4.12

 PROPERTIES

 16

 4.13

 MATERIAL
CONTRACTS

 16

 i

 4.14

 TRANSACTIONS WITH AFFILIATES

 16

 4.15

 INVESTMENT COMPANY ACT; JOBS ACT

 16

 4.16

 FINDERS AND BROKERS

 16

 4.17

 CERTAIN BUSINESS PRACTICES

 16

 4.18

 INSURANCE

 17

 4.19

 INFORMATION SUPPLIED

 17

 4.20

 TRUST ACCOUNT

 18

 4.21

 INVESTIGATION

 18

 4.22

 KNOWLEDGE

 18

 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBCO

 19

 5.1

 ORGANIZATION AND STANDING

 19

 5.2

 AUTHORIZATION; BINDING AGREEMENT

 19

 5.3

 GOVERNMENTAL APPROVALS

 19

 5.4

 NON-CONTRAVENTION

 19

 5.5

 CAPITALIZATION

 20

 5.6

 PUBCO ACTIVITIES

 20

 5.7

 FINDERS AND BROKERS

 20

 5.8

 INVESTMENT COMPANY ACT

 20

 5.9

 INFORMATION SUPPLIED

 20

 5.10

 INVESTIGATION

 21

 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 21

 6.1

 ORGANIZATION AND STANDING

 21

 6.2

 AUTHORIZATION; BINDING AGREEMENT

 22

 6.3

 CAPITALIZATION

 22

 6.4

 COMPANY SUBSIDIARIES

 23

 6.5

 GOVERNMENTAL APPROVALS

 23

 6.6

 NON-CONTRAVENTION

 23

 6.7

 FINANCIAL STATEMENTS

 24

 6.8

 ABSENCE OF CERTAIN CHANGES

 25

 6.9

 COMPLIANCE WITH LAWS

 25

 6.10

 COMPANY PERMITS

 25

 6.11

 LITIGATION

 25

 6.12

 MATERIAL CONTRACTS

 26

 6.13

 INTELLECTUAL PROPERTY

 28

 6.14

 IT SYSTEMS

 30

 6.15

 TAXES AND RETURNS

 30

 6.16

 REAL PROPERTY

 32

 6.17

 PERSONAL PROPERTY

 32

 6.18

 TITLE TO AND SUFFICIENCY OF ASSETS

 32

 6.19

 EMPLOYEE MATTERS

 32

 6.20

 BENEFIT PLANS

 34

 6.21

 ENVIRONMENTAL MATTERS

 35

 6.22

 TRANSACTIONS WITH RELATED PERSONS

 35

 6.23

 INSURANCE

 36

 6.24

 DATA PROTECTION AND CYBERSECURITY

 36

 6.25

 CERTAIN BUSINESS PRACTICES

 37

 6.26

 INVESTMENT COMPANY ACT

 38

 6.27

 FINDERS AND BROKERS

 38

 ii

 6.28

 INFORMATION
SUPPLIED

 38

 6.29

 MSB
ACQUISITION

 38

 6.30

 NO
TID U.S

 38

 6.31

 INVESTIGATION

 38

 ARTICLE
VII REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS

 38

 7.1

 ORGANIZATION
AND STANDING

 39

 7.2

 AUTHORIZATION;
BINDING AGREEMENT

 39

 7.3

 OWNERSHIP

 39

 7.4

 ZEDRA
TRUST SHAREHOLDER

 39

 7.5

 GOVERNMENTAL
APPROVALS

 39

 7.6

 NON-CONTRAVENTION

 39

 7.7

 NO
LITIGATION

 40

 7.8

 INVESTMENT
REPRESENTATIONS

 40

 7.9

 FINDERS
AND BROKERS

 40

 7.10

 INFORMATION
SUPPLIED

 41

 7.11

 INVESTIGATION

 41

 ARTICLE
VIII COVENANTS

 41

 8.1

 ACCESS
AND INFORMATION

 41

 8.2

 CONDUCT
OF BUSINESS OF THE COMPANY DURING THE INTERIM PERIOD

 42

 8.3

 CONDUCT
OF BUSINESS OF PURCHASER DURING THE INTERIM PERIOD

 45

 8.4

 CONDUCT
OF BUSINESS OF PUBCO DURING THE INTERIM PERIOD

 47

 8.5

 PERMITTED
ACTIONS

 48

 8.6

 CONDUCT
OF BUSINESS OF THE COMPANY AFTER THE RELEVANT DATE

 48

 8.7

 COMPANY
AND PUBCO FINANCIALS

 49

 8.8

 QUARTERLY
MANAGEMENT ACCOUNTS AND ANNUAL FINANCIAL
STATEMENTS

 49

 8.9

 PURCHASER
PUBLIC FILINGS

 49

 8.10

 NO
TRADING

 49

 8.11

 NOTIFICATION
OF CERTAIN MATTERS

 49

 8.12

 SUPPORT
OF TRANSACTION

 50

 8.13

 FURTHER
ASSURANCES

 52

 8.14

 EXCLUSIVITY

 52

 8.15

 THE
REGISTRATION STATEMENT

 52

 8.16

 SUBSCRIPTION
AGREEMENTS

 54

 8.17

 PUBLIC
ANNOUNCEMENTS

 55

 8.18

 CONFIDENTIAL
INFORMATION

 55

 8.19

 POST-CLOSING
BOARD OF DIRECTORS AND OFFICERS OF PUBCO

 56

 8.20

 INDEMNIFICATION
OF DIRECTORS AND OFFICERS; TAIL INSURANCE

 57

 8.21

 EXPENSES;
TRUST ACCOUNT PROCEEDS

 57

 8.22

 NEW
REGISTRATION RIGHTS AGREEMENT

 57

 8.23

 LOCK-UP
AGREEMENTS

 58

 8.24

 PUBCO
EQUITY INCENTIVE PLAN AND LIQUIDITY EVENT PLAN

 58

 8.25

 SCHEDULE
UPDATE

 59

 8.26

 WARRANT
AMENDMENT

 59

 8.27

 CAPITAL
COMMITMENT EFFORTS

 59

 ARTICLE
IX SURVIVAL

 60

 9.1

 SURVIVAL

 60

 iii

 ARTICLE X CONDITIONS TO OBLIGATIONS OF THE PARTIES

 60

 10.1

 CONDITIONS TO EACH PARTY&rsquo;S OBLIGATIONS

 60

 10.2

 CONDITIONS TO OBLIGATIONS OF THE COMPANY, PUBCO AND THE COMPANY SHAREHOLDERS

 60

 10.3

 CONDITIONS TO OBLIGATIONS OF PURCHASER

 61

 10.4

 FRUSTRATION OF CONDITIONS

 63

 ARTICLE XI TERMINATION AND EXPENSES

 63

 11.1

 TERMINATION

 63

 11.2

 EFFECT OF TERMINATION

 64

 11.3

 FEES AND EXPENSES

 64

 ARTICLE XII WAIVERS AND RELEASES

 64

 12.1

 WAIVER OF CLAIMS AGAINST TRUST

 64

 12.2

 RELEASE AND COVENANT NOT TO SUE

 65

 ARTICLE XIII MISCELLANEOUS

 66

 13.1

 NOTICES

 66

 13.2

 BINDING EFFECT; ASSIGNMENT

 67

 13.3

 THIRD PARTIES

 68

 13.4

 GOVERNING LAW; SUBMISSION TO JURISDICTION

 68

 13.5

 SPECIFIC PERFORMANCE

 68

 13.6

 EXCLUSIVE REMEDY

 69

 13.7

 SEVERABILITY

 69

 13.8

 AMENDMENT

 69

 13.9

 WAIVER

 69

 13.10

 DISCLOSURE SCHEDULES

 69

 13.11

 ENTIRE AGREEMENT

 70

 13.12

 INTERPRETATION

 70

 13.13

 COUNTERPARTS

 71

 13.14

 NO RECOURSE

 72

 13.15

 COMPANY SHAREHOLDERS REPRESENTATIVE

 72

 13.16

 PURCHASER REPRESENTATIVE

 73

 13.17

 LEGAL REPRESENTATION

 74

 13.18

 PAYMENTS

 75

 13.19

 MATTERS RELATED TO ZEDRA TRUST SHAREHOLDER

 75

 ARTICLE XIV DEFINITIONS

 76

 14.1

 CERTAIN DEFINITIONS

 76

 14.2

 SECTION

 87

 EXHIBITS

 Exhibit A &ndash; Form of Key Company Shareholder Support Agreement

 Exhibit B &ndash; Form of Sponsor Support Agreement

 Exhibit C &ndash; Form of Non-Competition Agreement

 Exhibit D &ndash; Form of Plan of Merger

 Exhibit E &ndash; Form of Amended Pubco Charter

 Exhibit F &ndash; Form of New Registration Rights Agreement

 Exhibit G &ndash; Form of Lock-Up Agreement

 Schedules

 Schedule 1 &ndash; Company Shareholders and Company Beneficial Owners

 Schedule 2 &ndash; CIC Conditions

 Schedule 3 &ndash; Estimated Transaction Expenses

 iv

 BUSINESS COMBINATION AGREEMENT

 This Business Combination Agreement (this &ldquo; Agreement &rdquo;) is made and entered into as of June 1, 2026 by and among:

 (1)
 Titan Acquisition Corp, a Cayman Islands exempted company, with registered number 406165 and whose registered office is at c/o Appleby Global Services (Cayman) Limited, PO Box 500, Suite 210, 2nd Floor, Winward III, Regatta Office Park, Grand Cayman, KY1-1106, Cayman Islands (&ldquo; Purchaser &rdquo;);

 (2)
 Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the &ldquo; Sponsor &rdquo;), solely in its capacity as the Purchaser Representative;

 (3)
 OpenPayd Global Holdings Limited, a Cayman Islands exempted company with registered number 431347 and whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (&ldquo; Pubco &rdquo;);

 (4)
 OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales with company registration number 11565881 and whose registered office is at The Bower, 207-211 Old Street, London, England, EC1V 9NR (the &ldquo; Company &rdquo;);

 (5)
 Ozan Özerk, with a service address of The Bower, 207-211 Old Street, London, England, EC1V 9NR, solely in his capacity as the Company Shareholders Representative; and

 (6)
 (a) Ozan Özerk and (b) Zedra Trust Company (Guernsey) Limited, a Guernsey Non-Cellular Company with company registration number CMP24531 (the &ldquo; Zedra Trust Shareholder &rdquo; and, together with Ozan Özerk, the &ldquo; Company Shareholders &rdquo;), in its capacity as nominee to hold the legal title of the Company Shares set forth opposite the name of the Zedra Trust Shareholder in Schedule 1 to this Agreement for and on behalf of the beneficial owners of the Company Shares set forth opposite the name of such beneficial owner in Schedule 1 to this Agreement (the &ldquo; Relevant Beneficiaries &rdquo;),

 Purchaser, Pubco, the Company, and the Company Shareholders are sometimes referred to herein individually as a &ldquo; Party &rdquo; and, collectively, as the &ldquo; Parties &rdquo;.

 WHEREAS

 (A)
 The Company, directly and indirectly through the Company Subsidiaries, operates a global rail-agnostic banking-as-a-service and payments platform for financial services infrastructure that provides fiat and crypto interoperability and enables businesses to (i) hold, issue and manage multi-currency fiat and crypto payment accounts and named virtual IBANs, process international and domestic payments and real-time settlements, execute fiat-to-fiat and crypto-to-fiat-to-crypto conversions and access banking services globally and (ii) issue digital wallets, mint and burn stablecoins, send and receive on-chain payments, trade stablecoins and other digital assets, and access blockchains directly, all via a single API-driven infrastructure (the &ldquo; Business &rdquo;).

 (B)
 As of the date of this Agreement, Ozan Özerk, a Cypriot citizen (&ldquo; Key Company Shareholder &rdquo; and, together with the Relevant Beneficiaries, the &ldquo; Company Beneficial Owners &rdquo;) directly owns 1,000,000 Company Shares representing approximately 82.72% of the Company Shares, and the Zedra Trust Shareholder holds the legal title to the Company Shares which are beneficially owned by the Relevant Beneficiaries in the aggregate amount of 208,953 Company Shares, representing approximately 17.28% of the Company Shares.

 (C)
 Pubco is a newly incorporated Cayman Islands exempted company and is owned entirely by the Key Company Shareholder, who is not a U.S. citizen or resident.

 1

 (D)
 Following the execution of this Agreement and prior to the date on which the Required Shareholder Approval is obtained, Purchaser and the Company will use their reasonable best efforts to identify investors (the &ldquo; PIPE Investors &rdquo;) to enter into subscription agreements (the &ldquo; Subscription Agreements &rdquo;) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors will agree to purchase Purchaser Class A Ordinary Shares from Purchaser, in each case, as specified therein immediately prior to the Merger Effective Time (the &ldquo; PIPE Investment &rdquo;).

 (E)
 The Parties desire and intend to effect a business combination transaction whereby pursuant to the Plan of Merger (defined in Section 1.1 (below) and section 233 of the Cayman Companies Act (i) Purchaser will merge with and into Pubco (the &ldquo; Merger &rdquo;), as a result of which (a) the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company and (b) each issued and outstanding security of Purchaser immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (ii) Pubco will acquire all of the Company Shares in exchange for the issuance to the Company Beneficial Owners of Pubco Ordinary Shares (the &ldquo; Share Acquisition &rdquo; and, together with the Merger and the other Transactions and the Ancillary Documents, the &ldquo; Transactions &rdquo;), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable Law.

 (F)
 Concurrently with the execution of this Agreement, the Key Company Shareholder has duly executed a transaction support agreement (the &ldquo; Key Company Shareholder Support Agreement &rdquo;), in substantially the form as attached hereto as Exhibit A , pursuant to which, among other things, the Key Company Shareholder has agreed to, among other things, approve the Transactions.

 (G)
 Concurrently with the execution of this Agreement, the Sponsor and each of the other parties thereto (collectively, the &ldquo; Sponsor Members &rdquo;) has duly executed a transaction support agreement (the &ldquo; Sponsor Support Agreement &rdquo; and, together with the Key Company Shareholder Support Agreement, the &ldquo; Transaction Support Agreements &rdquo;), in substantially the form as attached hereto as Exhibit B , pursuant to which, among other things, the (i) Sponsor has agreed to (a) approve the Transactions and (b) reimburse Purchaser for any and all costs and expenses incurred by Purchaser or the Sponsor in connection with any prior contemplated business combinations (including any termination or other similar fees payable in respect thereof) and (ii) the Sponsor and the Sponsor Members have agreed (a) that immediately prior to the Merger Effective Time, an aggregate of 50% of the Purchaser Class B Ordinary Shares held by the Sponsor (after reduction for any Purchaser Class B Ordinary Shares that represent the Transferred Shares (as defined below)), together with its direct and indirect investors and other investors, will be made subject to vesting and forfeiture (the &ldquo; Purchaser Earnout Shares &rdquo;) in accordance with the following terms: (1) 50% of such Purchaser Earnout Shares will become fully vested if, at any time after such date through the date that is the fifth anniversary of such date (the &ldquo; Purchaser Earnout Shares Vesting Term &rdquo;), the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $11.50 per Purchaser Class A Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Purchaser Earnout Shares Vesting Term, and (2) the remaining 50% of such Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting Term, the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $13.00 per Purchaser Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Purchaser Earnout Shares Vesting Term, (b) that an aggregate of 50% of the Pubco Ordinary Shares received in the Merger by the Sponsor (after reduction for the transfer of the Transferred Shares), together with its direct and indirect investors and other investors, will be subject to the same vesting and forfeiture conditions as the Purchaser Earnout Shares (the &ldquo; Earnout Shares &rdquo;) in accordance with the following terms: (1) 50% of such Earnout Shares will become fully vested if, at any time from the Merger Closing Date through the date that is the fifth anniversary of the Merger Closing Date (the &ldquo; Vesting Term &rdquo;), the Stock Price Level of the Pubco Ordinary Shares is greater than or equal to $11.50 per Pubco Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Vesting Term, and (2)

 2

 the remaining 50% of such Earnout Shares will become fully vested if, at any time during the Vesting Term, the Stock Price Level of the Pubco Ordinary Shares is greater than or equal to $13.00 per Pubco Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Vesting Term; provided , however , that in the event of (A) a merger, amalgamation, arrangement, consolidation or other business combination involving Pubco, (B) a sale of all or substantially all of the assets of Pubco, or (C) any other transaction or series of related transactions as a result of which the holders of Pubco Ordinary Shares immediately prior to such transaction cease to own at least a majority of the outstanding Pubco Ordinary Shares of Pubco or its successor entity, in any case, during the Vesting Term, then, immediately prior to the consummation of such transaction, any and all Earnout Shares shall become fully vested and shall no longer be subject to forfeiture under the Sponsor Support Agreement, (c) in exchange for the Key Company Shareholder&rsquo;s execution and delivery of a deed of termination of the Company Shareholders&rsquo; Agreement, to transfer to the Key Company Shareholder, after the Effective Time and concurrently with the consummation of the Share Acquisition, an aggregate of (1) 1,035,000 Pubco Ordinary Shares received in the Merger by the Sponsor (such Pubco Ordinary Shares, the &ldquo; Transferred Shares &rdquo;, and such transfer, the &ldquo; Share Transfer &rdquo;), which such Transferred Shares shall not be subject to the vesting and forfeiture conditions as the Purchaser Earnout Shares or the Earnout Shares, and (2) 1,216,508 Pubco Private Warrants held by the Sponsor (such Pubco Private Warrants, the &ldquo; Transferred Warrants &rdquo;, and such transfer, the &ldquo; Warrant Transfer &rdquo;).

 (H)
 Concurrently with the execution and delivery of this Agreement, Purchaser, Pubco and the Company have entered into a Non-Competition Agreement in favor of Pubco, Purchaser, the Sponsor and the Company with the Key Company Shareholder (collectively, the &ldquo; Non-Competition Agreement &rdquo;), in substantially the form attached hereto at Exhibit C , which will be effective as of the Share Acquisition Closing and will provide for a restricted period from the Share Acquisition Closing until the second anniversary of the Share Acquisition Closing Date.

 (I)
 The board of directors of Purchaser (the &ldquo; Purchaser Board &rdquo;) has unanimously (i) determined that it is in the best interests of Purchaser and the shareholders of Purchaser (the &ldquo; Purchaser Shareholders &rdquo;) (other than the Sponsor), and declared it advisable, for Purchaser to enter into this Agreement and the other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Merger) and (iii) recommended the adoption and approval of the Shareholder Approval Matters by the Purchaser Shareholders.

 (J)
 The board of directors of the Company (the &ldquo; Company Board &rdquo;) has (i) determined that it is advisable and in the best interests of the Company and the Company Beneficial Owners to enter into this Agreement and other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Share Acquisition) and (iii) recommended the adoption and approval of this Agreement, the other Ancillary Documents to which the Company is a party and the Transactions (including the Share Acquisition) by the Company Beneficial Owners.

 (K)
 The sole director of Pubco (the &ldquo; Pubco Board &rdquo;) has (i) determined that it is in the best interests of Pubco and the Key Company Shareholder as the sole shareholder of Pubco, and declared it advisable, for Pubco to enter into this Agreement and the other Ancillary Documents to which it is a party, (ii) approved the execution and delivery of this Agreement and the other Ancillary Documents to which it is a party and the Transactions (including the Merger) and (iii) recommended the adoption and approval of this Agreement, the other Ancillary Documents to which Pubco is a party and the Transactions (including the Merger) by the Key Company Shareholder as the sole shareholder of Pubco.

 (L)
 Certain capitalized terms used herein are defined in ARTICLE XIV .

 3

 IT IS AGREED THAT:

 ARTICLE I

 MERGER

 1.1 Merger . At the Merger Effective Time, subject to and upon the terms and conditions of this Agreement and the plan of merger in substantially the form as attached hereto as Exhibit D (the &ldquo; Plan of Merger &rdquo;), and in accordance with the applicable provisions of the Cayman Companies Act, Purchaser, as a constituent party for the purpose of the Cayman Companies Act, and Pubco, as a constituent party for the purpose of the Cayman Companies Act, shall consummate the Merger, pursuant to which Purchaser shall be merged with and into Pubco with Pubco being the surviving entity for the purpose of the Cayman Companies Act, following which the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company, and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the Cayman Companies Act. Pubco, as the surviving company after the Merger, is hereinafter sometimes referred to as the &ldquo; Surviving Company &rdquo; ( provided , that references to Purchaser for periods after the Merger Effective Time shall include the Surviving Company).

 1.2 Merger Effective Time . Purchaser and Pubco shall cause the Merger to be consummated by filing the Plan of Merger and other Cayman Merger Filing Documents to be filed with the Cayman Registrar (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Companies Act). The Merger shall become effective on the Merger Closing Date when the Plan of Merger is registered by the Cayman Registrar or at such other, later date and time as is agreed between the Parties and specified in the Plan of Merger (such date and time is hereinafter referred to as the &ldquo; Merger Effective Time &rdquo;).

 1.3 Effect of the Merger . At the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger, and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, assets, rights, privileges, agreements, immunities, powers and franchises, debts, Liabilities, duties and obligations of Purchaser and Pubco shall become the property, assets, rights, privileges, agreements, immunities, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Purchaser and Pubco set forth in this Agreement to be performed after the Merger Effective Time.

 1.4 Organizational Documents of Surviving Company . At the Merger Effective Time, the Surviving Company shall adopt new amended and restated memorandum and articles of association, substantially in the form attached hereto as Exhibit E (the &ldquo; Amended Pubco Charter &rdquo;).

 1.5 Directors and Officers of Surviving Company . At the Merger Effective Time, the board of directors and executive officers of Pubco immediately prior to the Merger Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Organizational Documents of the Surviving Company until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

 1.6 Effect of Merger on Purchaser Securities . Each Purchaser Public Unit outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Purchaser Class A Ordinary Share and one-half of a Purchaser Public Warrant in accordance with the terms of the applicable Purchaser Public Unit, which underlying Purchaser Securities shall be converted in accordance with the applicable terms of this Section 1.6 . At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Purchaser or Pubco:

 4

 (a) Purchaser Ordinary Shares . Every issued and outstanding Purchaser Ordinary Share (other than those described in Section 1.6(c) below) shall be converted automatically into the right of the holder thereof to receive one Pubco Ordinary Share, following which, all Purchaser Ordinary Shares shall cease to be outstanding and shall automatically be cancelled and extinguished and shall cease to exist. The holders of certificates previously evidencing Purchaser Ordinary Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing Purchaser Ordinary Shares shall be exchanged for a certificate (if requested) representing the same number of Pubco Ordinary Shares upon the surrender of such certificate in accordance with this Section 1.6(a) and Section 1.7 . Each certificate formerly representing Purchaser Ordinary Shares (other those described in Section 1.6(c) below) shall thereafter represent only the right to receive the same number of Pubco Ordinary Shares in accordance with this Section 1.6(a) . The Sponsor, as the holder of all of the issued and outstanding Purchaser Class B Ordinary Shares, hereby waives, in accordance with Section 17.3 of the Purchaser Charter, any adjustment to the Initial Conversion Ratio (as defined in the Purchaser Charter) set forth in Section 17.2 of the Purchaser Charter arising out of the Transactions contemplated by this Agreement.

 (b) Purchaser Warrants . (i) Every issued and outstanding Purchaser Public Warrant shall be converted automatically into the right of the holder thereof to receive one Pubco Public Warrant, and (ii) every issued and outstanding Purchaser Private Warrant shall be converted automatically into the right of the holder thereof to receive one Pubco Private Warrant. At the Merger Effective Time, the Purchaser Warrants shall cease to be outstanding and extinguished and shall automatically be cancelled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants, except that in each case they shall represent the right to acquire the number of Pubco Ordinary Shares set forth therein. At or prior to the Merger Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Warrants.

 (c) Cancellation of Capital Shares or Pubco Warrants Owned by Purchaser . At the Merger Effective Time, if there are any Purchaser Ordinary Shares or Purchaser Warrants that are owned by Purchaser as treasury shares or warrants, such Purchaser Ordinary Shares or Purchaser Warrants shall be automatically cancelled and extinguished without any conversion thereof or payment therefor.

 (d) Transfers of Ownership . If any certificate for Purchaser Securities is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be accompanied by an appropriate instrument of transfer and that the person requesting such exchange will have paid to Purchaser or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for Purchaser Securities in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Purchaser or any agent designated by it that such Tax has been paid or is not payable.

 (e) No Liability . Notwithstanding anything to the contrary in this Section 1.6 , none of the Surviving Company, the Company or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

 (f) Dissenters&rsquo; Rights .

 (i) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, and subject at all times to applicable Law, Purchaser Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by the Purchaser Shareholders who shall have validly exercised their dissenters&rsquo; rights for such Purchaser Ordinary Shares in accordance with Section 238 of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of

 5

 dissenters&rsquo; rights (the &ldquo; Dissenting Purchaser Shares &rdquo; and the holders of such Dissenting Purchaser Shares being the &ldquo; Dissenting Purchaser Shareholders &rdquo;) shall not be converted into, and such Dissenting Purchaser Shareholders shall have no right to receive, the applicable merger consideration as contemplated herein and shall instead be entitled to receive only the payment of the fair value of such Dissenting Purchaser Shares held by them determined in accordance with Section 238 of the Cayman Companies Act unless and until such Dissenting Purchaser Shareholder fails to perfect or withdraws or otherwise loses his, her or its dissenters&rsquo; rights under the Cayman Companies Act. The Purchaser Ordinary Shares owned by any Purchaser Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters&rsquo; rights pursuant to the Cayman Companies Act shall cease to be Dissenting Purchaser Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable merger consideration as contemplated herein, without any interest thereon.

 (ii) Prior to the Merger Closing, Purchaser shall give the Company (A) prompt written notice of any demands for dissenters&rsquo; rights received by Purchaser from the Purchaser Shareholders and any withdrawals of such demands and (B) the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for dissenters&rsquo; rights under the Cayman Companies Act. Purchaser shall not, except with the prior written consent of the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a Purchaser Shareholder of its rights to dissent from the Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands.

 1.7 Effect of Merger on Pubco Capital Shares . At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of Purchaser or Pubco, all of the shares of Pubco issued and outstanding immediately prior to the Merger Effective Time (excluding, for the avoidance of doubt, any Pubco Ordinary Shares issued at the Merger Effective Time) shall be repurchased for an amount of US$1.00, and the Key Company Shareholder (as sole shareholder of Pubco immediately prior to the Merger Effective Time) hereby irrevocably consents to such repurchase.

 1.8 Satisfaction of Rights . All securities issued upon the surrender of Purchaser Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of Purchaser Securities shall also apply to the Pubco Securities so issued in exchange.

 1.9 Lost, Stolen or Destroyed Purchaser Certificates . In the event any certificates representing Purchaser Securities shall have been lost, stolen or destroyed, Pubco shall issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, upon the making of an indemnity of that fact by the holder thereof, such securities, as may be required pursuant to Section 1.6 .

 1.10 Taking of Necessary Action; Further Action . If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Purchaser and Pubco, the officers and directors of Purchaser and Pubco are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

 1.11 Tax Consequences .

 (a) The Parties hereby agree and acknowledge that for U.S. federal income tax purposes (i) the Merger is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) this Agreement is intended to constitute and the Parties hereby adopt this Agreement as a &ldquo;plan of reorganization&rdquo; within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). To the extent required to take a position,

 6

 the Parties hereby agree to file all applicable Tax and other informational returns on a basis consistent with such characterization, unless otherwise required by a Governmental Authority as a result of a &ldquo;determination&rdquo; within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or a change in applicable Law after the date hereof. Each of the Parties acknowledge and agree that each (x) has had the opportunity to obtain independent legal and Tax advice with respect to the Transactions, and (y) is responsible for paying its own Taxes, including any adverse Tax consequences that may result to it if the Merger does not qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.

 (b) The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, the Share Acquisition is expected to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Code; provided , that if, prior to the fifteenth (15th) day of the eighth (8th) month following the Share Acquisition Closing Date, Pubco notifies the Company and the Company Shareholders Representative of its reasonable and good faith determination that the Share Acquisition constituted a &ldquo;qualified stock purchase&rdquo; within the meaning of Section 338(d)(3) of the Code of Company Shares by Pubco, including the technical basis for such determination, the Company and the Company Shareholders Representative will consider in good faith any request from Pubco to make an election pursuant to Section 338(g) of the Code with respect to the Share Acquisition (such election, a &ldquo; Section 338 Election &rdquo;) and Pubco shall not make a Section 338 Election without the prior written consent of the Company and the Company Shareholders Representative. In connection with a potential Section 338 Election, at the time of the Share Acquisition Closing, the Company shall use commercially reasonable efforts to cause its wholly-owned subsidiary, OpenPayd US LLC, a Delaware limited liability company which has elected to be treated as an association taxable as a corporation for U.S. federal income tax purposes, to provide Pubco a duly executed certification that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3), dated no more than 30 days prior to the Share Acquisition Closing Date, along with a duly executed notice to the Internal Revenue Service that meets the requirements of Treasury Regulations Section 1.897-2(h), in each case, in form and substance reasonably acceptable to the Purchaser&rsquo;s Representative (collectively, the &ldquo; FIRPTA Certificate &rdquo;); provided that, notwithstanding anything to the contrary in this Agreement, Pubco shall be solely responsible for any Taxes arising from a Section 338 Election regardless of whether the FIRPTA Certificate is provided, and in no event shall any failure to deliver the FIRPTA Certificate constitute a failure of a condition to the Share Acquisition Closing pursuant to ARTICLE X or otherwise.

 1.12 PIPE Investment . Substantially simultaneously with the Merger Closing, the PIPE Investment shall be consummated pursuant to, and in the amounts set forth in, the Subscription Agreements.

 1.13 Appointment of Transfer Agent . Prior to the Merger Closing, Pubco shall appoint a transfer agent reasonably acceptable to Purchaser (the &ldquo; Transfer Agent &rdquo;), as its agent, for the purpose of (a) exchanging Purchaser Securities for Pubco Securities, and (b) issuing Exchange Shares. The Transfer Agent shall (i) exchange Purchaser Securities for Pubco Securities, and (ii) issue Exchange Shares, in each case in accordance with the terms of this Agreement and, to the extent applicable, the Plan of Merger, the Cayman Companies Act and customary transfer agent procedures and the rules and regulations of the Depository Trust Company.

 1.14 Exchange Procedures .

 (a) Exchange Procedures . As promptly as practicable after the Merger Effective Time, but in any event within two Business Days thereof, Pubco shall use its reasonable best efforts to cause the Transfer Agent to mail to each holder of record of the Purchaser Class A Ordinary Shares entitled to receive the Pubco Ordinary Shares Consideration pursuant to Section 1.6(a) a letter of transmittal, which shall be in a form reasonably acceptable to Purchaser and the Company (the &ldquo; Letter of Transmittal &rdquo;), along with instructions for use in effecting the surrender of the certificates evidencing such Purchaser Class A Ordinary Shares (collectively, the &ldquo; Certificates &rdquo;) pursuant to the Letter of Transmittal. Within five Business Days after the surrender to the Transfer Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefor, and Pubco shall cause the Transfer Agent to deliver the applicable Pubco Ordinary Shares Consideration, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.14(a) , each Certificate entitled to receive a portion of the Pubco Ordinary Shares Consideration in accordance with Section 1.6(a) shall be deemed at all times after the Merger Effective Time, as the case may be, to represent only the right to receive the Pubco Ordinary Shares Consideration that such holder is entitled to receive in accordance with the provisions of Section 1.6(a) .

 7

 (b) The Pubco Ordinary Shares Consideration delivered upon the exchange of the Purchaser Ordinary Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Purchaser Ordinary Shares.

 (c) No Liability . None of the Transfer Agent, Purchaser, Pubco, the Company, the Surviving Company or any of their respective Affiliates shall be liable to any holder of Purchaser Ordinary Shares for any such Purchaser Ordinary Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 1.14(c) .

 (d) Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Transfer Agent will deliver in exchange for such lost, stolen or destroyed Certificate, the Pubco Ordinary Shares Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 1.6(a) .

 ARTICLE II

 SHARE ACQUISITION

 2.1 Exchange of Company Shares . At the Share Acquisition Closing and subject to and upon the terms and conditions of this Agreement, the Company Shareholders shall sell and transfer to Pubco (or cause to be sold and transferred to Pubco), and Pubco shall purchase from the Company Beneficial Owners, all of the legal and beneficial title to the Company Shares with full title guarantee, free from all Liens and together with all rights attaching to the Company Shares at the Share Acquisition Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the Company Shares after the Share Acquisition Closing).

 2.2 Consideration .

 (a) Subject to and upon the terms and conditions of this Agreement, the aggregate consideration to be paid to each Company Beneficial Owner shall be the product of the Per Share Merger Consideration Value applicable to each Company Share held by that Company Beneficial Owner multiplied by the number of such Company Shares held by that Company Beneficial Owner, as set out next to the name of the relevant Company Beneficial Owner in Schedule 1 to this Agreement, as at the Share Acquisition Closing (in respect of each Company Shareholder, its &ldquo; Company Shareholder Merger Consideration &rdquo;).

 (b) The Company Shareholder Merger Consideration in respect of each Company Beneficial Owner shall comprise the Closing Number of Shares to be held by the Company Beneficial Owner.

 (c) At the Share Acquisition Closing, Pubco shall issue to (i) each Company Beneficial Owner their Closing Number of Shares and (ii) the Company Advisor its Company Advisor Transaction Fee Shares.

 2.3 Transfer of Company Shares and Other Undertakings . At the Share Acquisition Closing, each Company Shareholder shall deliver or procure the delivery to Pubco of:

 (a) a duly executed stock transfer form in respect of its Company Shares to effect the transfer of its Company Shares (the &ldquo; STFs &rdquo;);

 (b) share certificates of the Company Shareholders representing the legal title of the Company Shares and certificates of the Beneficial Owners representing the beneficial ownership of their respective Company Shares (the &ldquo; Company Certificates &rdquo;). In the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to Pubco, the relevant Company Shareholder or Beneficial Owner, as applicable, may instead deliver to the Company an indemnity for lost certificate in form and substance reasonably acceptable to the Company and Pubco;

 8

 (c) an irrevocable power of attorney in Agreed Form given by each Company Shareholder appointing Pubco as its attorney to exercise all rights in relation to, or that are exercisable by, the register holder of the Company Shares as Pubco in its absolute discretion thinks fit;

 (d) a copy of any power of attorney in Agreed Form under which any document to be executed by any Company Shareholder under this Agreement has been executed;

 (e) deed of termination of the Company Shareholders&rsquo; Agreement;

 (f) to the extent not in the possession of the applicable UK Subsidiary, the statutory registers, minute book and any other books and records required to be kept by each UK Subsidiary under the Companies Act 2006, made up to the Share Acquisition Closing date, the registered email address (as contemplated by section 88A of the Companies Act 2006) and the Companies House authentication code used by each UK Subsidiary for making electronic filings with Companies House; and

 (g) a duly signed letter from the Key Company Shareholder confirming that he has ceased to be a registrable person (within the meaning of section 790C of the Companies Act) in relation to the Company.

 2.4 Transfer of Company Shares and Other Undertakings . At the Share Acquisition Closing, (a) the Company shall deliver or procure the delivery to Pubco of a copy of the executed and undated resolution of the Company Board (i) approving the form of the STFs and the transfer of the Company Shares from the Company Shareholders to Pubco, (ii) instructing the Company Board to update the Company&rsquo;s register of members such that Pubco is entered in the register of members as the sole holder of all of the Company Shares (subject only to due stamping), (iii) instructing the Company Board to update the Company&rsquo;s register of members to reflect the Share designation referred to in clause (b) , and (iv) resolving to file all necessary notifications, forms and documents in connection with the aforementioned matters be submitted to the Cayman Registrar and the Registrar of Companies for England and Wales, as applicable, (b) Pubco as the sole holder of the issued and outstanding Company Shares immediately following the Share Acquisition Closing shall, by means of an ordinary resolution of the sole shareholder, resolve that, notwithstanding Article 12.3 of the articles of association of the Company, each Class A, Class B, Class C and Class D ordinary share of the Company shall be designated as Class A ordinary shares of the Company, and (c) Purchaser shall deliver or procure the delivery to the Key Company Shareholder and Pubco, evidence of the Share Transfer and the Warrant Transfer in Agreed Form.

 2.5 Phantom Incentive Plans . The Company Board has determined that the consummation of the Transactions constitute an &ldquo;Exit&rdquo; (as defined in the rules of the Phantom Incentive Plans). Accordingly, at the Share Acquisition Closing, by virtue of consummation of the Transactions and without any action on the part of a holder of any outstanding awards under each of the Phantom Incentive Plans (the &ldquo; Phantom Awards &rdquo;), each holder of Phantom Awards (the &ldquo; Phantom Award Holders &rdquo;) will become entitled to the settlement of their Phantom Award in accordance with the terms and conditions of the Phantom Incentive Plans (the &ldquo; Phantom Award Settlements &rdquo;). The Company shall, and Pubco shall cause the Company to, settle the Phantom Award Settlements at or as promptly as practicable following the Share Acquisition Closing in accordance with the terms of the Phantom Incentive Plans or as otherwise agreed with a Phantom Award Holder. Immediately following the satisfaction of all Liabilities under the Phantom Incentive Plans, the Company shall, and Pubco shall cause the Company to, terminate the Phantom Incentive Plans.

 2.6 Fractional Shares . Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco by virtue of this Agreement or the Transactions, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person) shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary Share.

 9

 2.7 Company Shareholder Consent . Each Company Shareholder (including for the avoidance of doubt, the Key Company Shareholder) hereby approves, authorizes and consents to the Company&rsquo;s execution and delivery of this Agreement and the Ancillary Documents to which the Company is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions. Each Company Shareholder acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of such Company Shareholder as may be required pursuant to the Company&rsquo;s Organizational Documents, the Company Shareholders&rsquo; Agreement or any other agreement in respect of the Company to which such Company Shareholder is a party or bound and all applicable Laws. Each of the Company Shareholders hereby waives and disapplies any and all pre-emption rights, rights of first refusal, tag along, drag along and other rights (each, howsoever described) which may have been conferred on it under the Company&rsquo;s Organizational Documents, the Company Shareholders&rsquo; Agreement or otherwise as may affect the Transactions (other than its rights pursuant to this Agreement). Further, subject to applicable Law, the Company and the Company Shareholders hereby waive any obligations of the parties under the Company&rsquo;s Organizational Documents and the Company Shareholders&rsquo; Agreement to the extent they relate to the Transactions.

 2.8 Termination of Certain Agreements . Without limiting the provisions of Section 2.7 or Section 12.2 , the Company and the Company Shareholders hereby agree that, effective at the Share Acquisition Closing, any shareholders, voting or similar Contract among the Company and any of the Company Shareholders or among the Company Shareholders with respect to the Company or its shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect with no Liability whatsoever for the Company, except as otherwise required by law. Further, each of the Company and the Company Shareholders hereby waive any obligations of the parties under any Contract described in the preceding sentence with respect to the Transactions, and any failure of the Parties to comply with the terms thereof in connection with the Transactions.

 2.9 Release of Funds from Trust Account . Subject to the terms and conditions of the Trust Agreement, each Party shall use reasonable best efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to cause the funds held in the Trust Account to be released simultaneously with, or as promptly as practicable after, the Share Acquisition Closing.

 2.10 Withholding . Purchaser, Pubco, the Company, the Transfer Agent and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. Other than with respect to any compensatory payments subject to payroll withholding, the Person intending to withhold shall use commercially reasonable efforts to notify the Person to whom amounts would otherwise be payable of any amounts that it intends to deduct and withhold at least 5 days prior to the payment with respect to which such amounts will be withheld (which notice shall set forth a description of the factual and legal basis for such withholding) and the Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). To the extent that amounts are so withheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

 ARTICLE III

 CLOSING

 3.1 Pre-Closing . The following transactions shall occur in the order set forth in this Section 3.1 :

 (a) Redemption . At least one day prior to the Merger Closing Date, the Purchaser shall determine the Redemption Price and the number of Purchaser Class A Ordinary Shares tendered for Redemption in connection with the vote on the Shareholder Approval Matters.

 10

 (b) Closing Statement . Two (2) Business Days after the deadline to tender Purchaser Class A Ordinary Shares for Redemption has lapsed, Purchaser and the Company shall jointly prepare and deliver a statement (the &ldquo; Closing Statement &rdquo;) that sets forth the Parties&rsquo; good faith estimate of the Aggregate Transaction Proceeds and the components thereof, including the amount of funds available in the Trust Account following the Redemption, the Available Financing Proceeds, and the Purchaser Transaction Expenses. The Closing Statement shall be derived in good faith from the books and records of Purchaser.

 3.2 Closing . Subject to the satisfaction or waiver of the conditions set forth in ARTICLE X , the closing of the Merger (the &ldquo; Merger Closing &rdquo;) shall occur on the third Business Day following the satisfaction or waiver of the conditions set forth in ARTICLE X (other than those conditions that by their nature are to be fulfilled at the Merger Closing, but subject to the satisfaction or waiver of such conditions), or at such other date as Purchaser, Pubco and the Company may agree in writing. Subject to the Merger Closing, the closing of the Share Acquisition (the &ldquo; Share Acquisition Closing &rdquo;) shall occur on the same day as, but immediately following, the Merger Effective Time. The date of the Merger Closing shall be referred to herein as the &ldquo; Merger Closing Date &rdquo;. The date of the Share Acquisition Closing shall be referred to herein as the &ldquo; Share Acquisition Closing Date &rdquo;. Each of the Merger Closing and Share Acquisition Closing shall take place virtually or at such place as Purchaser, Pubco and the Company may agree in writing, and at such times on the Merger Closing Date and the Share Acquisition Closing Date as Purchaser, Pubco and the Company agree in writing; provided , that the Share Acquisition Closing shall occur after the Merger Effective Time.

 ARTICLE IV

 REPRESENTATIONS AND WARRANTIES OF PURCHASER

 Except as fairly disclosed, other than in respect of the Purchaser Fundamental Representations, in (a) the disclosure schedules delivered by Purchaser to the Company and the Company Shareholders on the date hereof (the &ldquo; Purchaser Disclosure Schedules &rdquo;), or (b) the SEC Reports that are available on the SEC&rsquo;s website through EDGAR prior to the date of this Agreement, excluding disclosures referred to in e.g. &ldquo;Forward-Looking Statements&rdquo; and &ldquo;Risk Factors&rdquo;, and any other disclosures therein to the extent they are generally predictive or cautionary in nature or related to forward-looking statements, Purchaser represents and warrants to the Company, Pubco and the Company Shareholders, as of the date hereof and as of the Merger Closing, as follows:

 4.1 Organization and Standing . Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Purchaser has heretofore made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect. Purchaser is not in violation of any provision of its Organizational Documents in any material respect.

 4.2 Authorization; Binding Agreement . Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Required Shareholder Approval and the Required Warrantholder Approval, if applicable. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions (a) have been duly and validly authorized by the Purchaser Board and (b) other than the Required Shareholder Approval and the Required Warrantholder Approval, if applicable, no other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. The Purchaser Board, at a duly called and held meeting or in writing by way of a unanimous written resolution as permitted by Purchaser&rsquo;s Organizational Documents, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of Purchaser and the Purchaser Shareholders in

 11

 accordance with Purchaser&rsquo;s Organizational Documents and the Cayman Companies Act, (ii) approved and adopted this Agreement, (iii) recommended that the Purchaser Shareholders vote in favor of the approval of this Agreement (and the Transactions), the Merger, and the other Shareholder Approval Matters in accordance with the Purchaser&rsquo;s Organizational Documents and the Cayman Companies Act (the &ldquo; Purchaser Recommendation &rdquo;) and (iv) directed that this Agreement and the Shareholder Approval Matters be submitted to the Purchaser Shareholders for their approval. This Agreement has been, and each Ancillary Document to which Purchaser is a party shall be when delivered, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors&rsquo; rights generally and subject to general principles of equity (collectively, the &ldquo; Enforceability Exceptions &rdquo;).

 4.3 Governmental Approvals . No Consent of or with any Governmental Authority, on the part of Purchaser is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation by Purchaser of the Transactions, other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act and the Exchange Act, (c) registration of the Merger by the Cayman Registrar, and (d) any filings required to satisfy the CIC Conditions.

 4.4 Non-Contravention . The execution and delivery by Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by Purchaser of the Transactions, and compliance by Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of Purchaser&rsquo;s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 , and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Purchaser.

 4.5 Capitalization .

 (a) As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Section 4.5(a) of the Purchaser Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Laws of the Cayman Islands, Purchaser&rsquo;s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, Purchaser does not have any Subsidiaries or own any equity interests in any other Person.

 12

 (b) Except as set forth in Section 4.5(a) or Section 4.5(b) of the Purchaser Disclosure Schedules, there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, &ldquo;phantom&rdquo; share rights, share appreciation rights, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein, there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any shares of Purchaser.

 (c) All Indebtedness of Purchaser as of the date of this Agreement is disclosed in Section 4.5(c) of the Purchaser Disclosure Schedules. No Indebtedness of Purchaser contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser, or (iii) the ability of Purchaser to grant any Lien on its properties or assets. As of the date hereof, Purchaser does not have any present intention, agreement, arrangement or understanding to enter into or incur, any additional obligations with respect to or under any Indebtedness.

 (d) Since the date of formation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Purchaser Board has not authorized any of the foregoing.

 4.6 SEC Filings; Purchaser Financials; Internal Controls .

 (a) Purchaser, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Purchaser with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Share Acquisition Closing. Except to the extent available on the SEC&rsquo;s web site through EDGAR, Purchaser has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Purchaser&rsquo;s quarterly reports on Form 10-Q for each fiscal quarter that Purchaser filed such reports to disclose its quarterly financial results in each of the fiscal years of Purchaser, (ii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Purchaser with the SEC since the IPO (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i) and (ii) above, whether or not available through EDGAR, are, collectively, the &ldquo; SEC Reports &rdquo;). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Section 4.6 , the term &ldquo;file&rdquo; shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

 (b) As of the date of this Agreement, (i) the Purchaser Ordinary Shares and the Purchaser Public Warrants are listed on Nasdaq, in the ticker of TACHU, TACH and TACHW, respectively, (ii) Purchaser has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such Purchaser Securities, (iii) there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by the Financial Industry Regulatory Authority Inc. with respect to any intention by such entity to suspend, prohibit or terminate the listing of such Purchaser Securities on Nasdaq, and (iv) such Purchaser Securities are in compliance with all of the applicable corporate governance rules of Nasdaq.

 13

 (c) The financial statements and notes of Purchaser contained or incorporated by reference in the SEC Reports (the &ldquo; Purchaser Financials &rdquo;), fairly present in all material respects the financial position and the results of operations, changes in shareholders&rsquo; equity, and cash flows of Purchaser at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved, (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable), and (iii) audited in accordance with PCAOB standards.

 (d) Except as and to the extent reflected or reserved against in the Purchaser Financials, Purchaser has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since Purchaser&rsquo;s formation in the ordinary course of business. Purchaser does not maintain any &ldquo;off-balance sheet arrangement&rdquo; within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements other than those of Purchaser are required by GAAP to be included in the financial statements of Purchaser.

 (e) Since the IPO, neither Purchaser nor Purchaser&rsquo;s independent auditors has identified or been made aware of any (i) &ldquo;significant deficiency&rdquo; in the internal controls over financial reporting of Purchaser, (ii) &ldquo;material weakness&rdquo; in the internal controls over financial reporting of Purchaser, (iii) fraud, whether or not material, that involves management or other employees of Purchaser who have a role in the internal controls over financial reporting of Purchaser or (iv) any written claim or allegation regarding any of the foregoing.

 (f) Except as not required in reliance on exemptions from various reporting requirements by virtue of Purchaser&rsquo;s status as an &ldquo;emerging growth company&rdquo; within the meaning of the Securities Act, as modified by the JOBS Act, since the IPO, (i) Purchaser has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Purchaser&rsquo;s financial reporting and the preparation of Purchaser&rsquo;s financial statements for external purposes in accordance with GAAP, and (ii) Purchaser has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Purchaser is made known to Purchaser&rsquo;s principal executive officer and principal financial officer by others within Purchaser, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared.

 (g) There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Purchaser. Purchaser has not taken any action prohibited by Section 402 of SOX.

 (h) To the Knowledge of Purchaser, as of the date hereof, there are no outstanding comments from the SEC with respect to the SEC Reports. To the Knowledge of Purchaser, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

 4.7 Absence of Certain Changes . As of the date of this Agreement, Purchaser has (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities, and (b) since the IPO, not been subject to a Material Adverse Effect.

 4.8 Compliance with Laws . Purchaser is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on Purchaser, and Purchaser has not received written notice alleging any violation of applicable Law in any material respect by Purchaser.

 14

 4.9 Actions; Orders; Permits . There is no pending or, to the Knowledge of Purchaser, threatened Action to which Purchaser is subject which would reasonably be expected to have a Material Adverse Effect on Purchaser or on the ability of Purchaser to enter into and perform its obligations under this Agreement. There is no material Action that Purchaser has pending against any other Person. Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on Purchaser.

 4.10 Taxes and Returns .

 (a) Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects. Purchaser has timely paid, or caused to be paid, all material Taxes required to be paid, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP.

 (b) There are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against Purchaser, in respect of any material Tax, and Purchaser has not been notified in writing of any material proposed Tax claims or assessments against Purchaser.

 (c) There are no material Liens with respect to any Taxes upon any of Purchaser&rsquo;s assets, other than Permitted Liens. Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due in any Tax Return. No written claim has been made by any Governmental Authority which remains outstanding where Purchaser does not file a Tax Return that it is or may be subject to taxation in that jurisdiction with respect to Taxes that would be the subject of such Tax Return.

 (d) Purchaser does not have any material Liability for the Taxes of another Person as a transferee or successor or by contract (other than those entered into in the ordinary course of business the principal purpose of which is not Tax) and Purchaser is not a party to or bound by any other Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement with respect to Taxes (including closing agreement or other similar agreement relating to Taxes with any Governmental Authority).

 (e) Purchaser has never been a party to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code).

 (f) Purchaser has never been a party to a transaction that is or is substantially similar to a &ldquo;listed transaction,&rdquo; as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law.

 (g) As of the date hereof, Purchaser is not and has never been a &ldquo;surrogate foreign corporation&rdquo; within the meaning of Section 7874(a)(2)(B) of the Code and is not treated as a U.S. corporation under Section 7874(b) of the Code.

 (h) Purchaser is not liable to pay any material stamp taxes in order to have valid title over any of its assets (excluding, for the avoidance of doubt, Company Shares).

 4.11 Employees and Employee Benefit Plans . Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans. Except as set forth on Section 4.11 of the Purchaser Disclosure Schedules, neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the Transactions will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Purchaser, or (ii) result in the acceleration of the time of payment or vesting of any such payment or benefit.

 15

 4.12 Properties . Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Purchaser does not own or lease any material real property or Personal Property.

 4.13 Material Contracts .

 (a) Except as set forth on Section 4.13 of the Purchaser Disclosure Schedules, other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by Purchaser on less than 60 days&rsquo; prior notice without payment of a material penalty or termination fee, or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of Purchaser or any of its current or future Affiliates, any acquisition of material property by Purchaser or any of its current or future Affiliates, or restricts in any material respect the ability of Purchaser or any of its current or future Affiliates from engaging in business as currently conducted by it or from competing with any other Person (each, a &ldquo; Purchaser Material Contract &rdquo;). All Purchaser Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

 (b) With respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms&rsquo; length and in the ordinary course of business; (ii) the Purchaser Material Contract is valid, binding and enforceable in all material respects against Purchaser and, to the Knowledge of Purchaser, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) Purchaser is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material Contract; and (iv) to the Knowledge of Purchaser, no other party to any Purchaser Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by Purchaser under any Purchaser Material Contract.

 4.14 Transactions with Affiliates . Section 4.14 of the Purchaser Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between Purchaser, on the one hand, and any (a) present or former director, officer, employee, manager, direct equityholder or Affiliate of Purchaser, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent of Purchaser&rsquo;s outstanding capital stock as of the date hereof, on the other hand.

 4.15 Investment Company Act; JOBS Act . Purchaser is not an &ldquo;investment company&rdquo; or a Person directly or indirectly &ldquo;controlled&rdquo; by or acting on behalf of a person subject to registration and regulation as an &ldquo;investment company&rdquo;, in each case within the meaning of the Investment Company Act. Purchaser constitutes an &ldquo;emerging growth company&rdquo; within the meaning of the JOBS Act.

 4.16 Finders and Brokers . Except as set forth on Section 4.16 of the Purchaser Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder&rsquo;s or other fee or commission from Purchaser, Pubco, the Target Companies, the Company Shareholders or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Purchaser. Section 4.16 of the Purchaser Disclosure Schedules shall set forth, as of the date of this Agreement, the amounts of any such fees or commissions that are due or would, upon the Share Acquisition Closing, be due.

 4.17 Certain Business Practices .

 (a) Neither Purchaser, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of

 16

 the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment, or (iv) since the formation of Purchaser, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder Purchaser or assist it in connection with any actual or proposed transaction. No Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

 (b) The operations of Purchaser are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

 (c) None of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (&ldquo; OFAC &rdquo;), the U.S. Department of State, the UK Office of Financial Sanctions Implementation (&ldquo; OFSI &rdquo;) or other applicable Governmental Authority, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, Russia and the Crimea region of Ukraine), or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a person identified in clauses (i) or (ii) ; and Purchaser has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned by OFAC, OFSI or other applicable Governmental Authority (currently, Cuba, Iran, North Korea, Russia, and the Ukrainian territories of Crimea, Donetsk and Luhansk) or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any sanctions administered by OFAC, OFSI or the U.S. Department of State or other applicable Governmental Authority in the last five fiscal years. Neither Purchaser nor any of its directors or officers, nor, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser has engaged in any conduct, activity, or practice that would constitute a violation or apparent violation of any applicable sanctions laws administered by OFAC, OFSI, the U.S. Department of State, or other applicable Governmental Authority. No Action involving Purchaser with respect to the any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

 4.18 Insurance . Section 4.18 of the Purchaser Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by Purchaser relating to Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and Purchaser is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of Purchaser, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by Purchaser. Purchaser has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to Purchaser.

 4.19 Information Supplied . None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to the Purchaser Shareholders or Pubco&rsquo;s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of the documents identified in clauses (a) through (c) , will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing

 17

 Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Pubco, the Target Companies, the Company Shareholders or any of their respective Affiliates.

 4.20 Trust Account . As of the date hereof, Purchaser had an amount of assets in the Trust Account of not less than $288,958,697.03. The Trust Agreement is in full force and effect and is a valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (a) in respect of deferred underwriting commissions set forth in Section 4.20 of the Purchaser Disclosure Schedules (the &ldquo; Deferred Underwriting Commissions &rdquo;) or Taxes, (b) the Purchaser Shareholders prior to the Merger Effective Time who shall have elected to redeem their Purchaser Class A Ordinary Shares pursuant to the Purchaser&rsquo;s Organizational Documents or in connection with an amendment thereof to extend Purchaser&rsquo;s deadline to consummate a Business Combination, or (c) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account&rsquo;s liquidation and dissolution, and then the Purchaser Shareholders) to any portion of the funds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem Purchaser Class A Ordinary Shares pursuant to the Purchaser&rsquo;s Organizational Documents, or in connection with an amendment thereof to extend Purchaser&rsquo;s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of the Purchaser to dissolve or liquidate pursuant to the Purchaser&rsquo;s Organizational Documents shall terminate, and as of the Merger Effective Time, the Purchaser shall have no obligation whatsoever pursuant to the Purchaser&rsquo;s Organizational Documents to dissolve and liquidate the assets of the Purchaser by reason of the consummation of the Transactions. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Pubco contained herein and the compliance by the Company and Pubco with their respective obligations hereunder, the Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the Purchaser on the Share Acquisition Closing Date.

 4.21 Investigation; No Additional Representations or Warranties . Purchaser acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Target Companies and has been afforded satisfactory access to the books and records, facilities and personnel of the Target Companies for purposes of conducting such investigation. In entering into this Agreement and the Ancillary Documents to which it is or will be a party, Purchaser, on its own behalf and on behalf of its Representatives, has relied solely on its own investigation and analysis and acknowledges and agrees that, except as expressly set forth in ARTICLE V , ARTICLE VI and ARTICLE VII (in each case, including the related portions of the Company Disclosure Schedules), no other representations or warranties, either express or implied, have been made by Pubco, the Company, the Company Shareholders or any of their respective Representatives in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

 4.22 Knowledge . To the Knowledge of Purchaser, as at the date of this Agreement, there is no fact or circumstance which is likely to give rise to a claim by Purchaser for breach of any of the representations or warranties of the Company or the Company Shareholders set forth in this Agreement.

 18

 ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF PUBCO

 Pubco represents and warrants to Purchaser, the Company and the Company Shareholders, as of the date hereof and as of the Merger Closing, and in respect of the Pubco Fundamental Representations, as of the Share Acquisition Closing, as follows:

 5.1 Organization and Standing . Pubco is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Pubco has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Pubco is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Pubco has heretofore made available to Purchaser and the Company accurate and complete copies of its Organizational Documents, as currently in effect. Pubco is not in violation of any provision of its Organizational Documents in any material respect.

 5.2 Authorization; Binding Agreement . Subject to obtaining the Required Shareholder Approval, the Required Warrantholder Approval, if applicable, and filing the Amended Pubco Charter, Pubco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly and validly authorized by the Pubco Board and shareholder of Pubco and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Amended Pubco Charter), on the part of Pubco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which Pubco is a party has been or shall be when delivered, duly and validly executed and delivered by Pubco and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, subject to the Enforceability Exceptions.

 5.3 Governmental Approvals . Except as set forth on Section 6.5 of the Company Disclosure Schedules, no Consent of or with any Governmental Authority, on the part of Pubco is required to be obtained or made in connection with the execution, delivery or performance by Pubco of this Agreement and each Ancillary Document to which it is a party or the consummation by Pubco of the Transactions and thereby, other than (a) such filings as are expressly contemplated by this Agreement, including the Amended Pubco Charter, (b) any filings required with Nasdaq or the SEC with respect to the Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, (d) registration of the Merger by the Cayman Registrar, and (e) any filings required to satisfy the CIC Conditions.

 5.4 Non-Contravention . The execution and delivery by Pubco of this Agreement and each Ancillary Document to which it is a party, the consummation by Pubco of the Transactions, and compliance by Pubco with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of Pubco&rsquo;s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 , and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to Pubco or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Pubco under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of Pubco under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of Pubco, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Pubco.

 19

 5.5 Capitalization .

 (a) As of the date hereof and as of immediately prior to the Merger Effective Time, Pubco is authorized to issue a maximum of 500,000,000 Pubco Ordinary Shares and 1,000,000 Pubco Preferred Shares, of which one Pubco Ordinary Share is issued and outstanding, which is owned by the Key Company Shareholder. Prior to giving effect to the Transactions, Pubco does not have any Subsidiaries or own any equity interests in any other Person. Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.

 (b) On the Share Acquisition Closing all of the issued and outstanding Pubco Ordinary Shares (i) will be duly authorized, validly issued, fully paid and nonassessable, (ii) will have been issued in compliance in all material respects with applicable Law and (iii) will not have been issued in breach or violation of any pre-emptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person in an agreement to which Pubco is a party or by which it is bound.

 (c) Other than this Agreement, the Ancillary Documents and the transactions contemplated hereunder and thereunder, including to effect the Pubco Equity Incentive Plan and issue Pubco Ordinary Shares thereunder, there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, &ldquo;phantom&rdquo; share rights, share appreciation rights, share-based units, pre-emptive or similar rights; (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights; or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character, (A) relating to the issued or unissued Pubco Securities, (B) obligating Pubco to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any shares, or (C) obligating Pubco to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such shares. Other than as expressly set forth in this Agreement, there are no outstanding obligations of Pubco to repurchase, redeem or otherwise acquire any shares of Pubco or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein or in any Ancillary Document, there are no shareholders agreements, voting trusts or other agreements or understandings to which Pubco is a party with respect to the voting or transfer of any shares of Pubco.

 5.6 Pubco Activities . Since its formation, Pubco (a) has not engaged in any business activities other than as contemplated by this Agreement, (b) has not owned directly or indirectly any ownership, equity, profits or voting interest in any Person, (c) other than fees in respect of its incorporation, has not had any assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions, and (d) other than its Organizational Documents, this Agreement, the engagement letter with Maples and Calder (Cayman) LLP, dated February 26, 2026 and the Ancillary Documents to which it is a party, has not been party to or bound by any Contract.

 5.7 Finders and Brokers . No broker, finder or investment banker is entitled to any brokerage, finder&rsquo;s or other fee or commission from Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Pubco (excluding, for the avoidance of doubt, any fees or commissions as set forth on Section 4.16 of the Purchaser Disclosure Schedules and/or Section 6.27 of the Company Disclosure Schedules).

 5.8 Investment Company Act . Pubco is not an &ldquo;investment company&rdquo; or, a Person directly or indirectly controlled by or acting on behalf of a person subject to registration and regulation as an &ldquo;investment company&rdquo;, in each case within the meanings of the Investment Company Act.

 5.9 Information Supplied . None of the information supplied or to be supplied by Pubco expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser&rsquo;s or Pubco&rsquo;s shareholders and/or prospective investors with respect to the

 20

 consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c) , will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Pubco expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Pubco does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Company Shareholders or any of their respective Affiliates.

 5.10 Investigation; No Additional Representations or Warranties . Pubco acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Target Companies and Purchaser and has been afforded satisfactory access to the books and records, facilities and personnel of the Target Companies and Purchaser for purposes of conducting such investigation. In entering into this Agreement and the Ancillary Documents to which it is or will be a party, Pubco, on its own behalf and on behalf of its Representatives, has relied solely on its own investigation and analysis and acknowledges and agrees that, except as expressly set forth in ARTICLE IV , ARTICLE VI and ARTICLE VII (in each case, including the related portions of the Purchaser Disclosure Schedules or the Company Disclosure Schedules, as applicable), no other representations or warranties, either express or implied, have been made by Purchaser, the Company, the Company Shareholders or any of their respective Representatives in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

 ARTICLE VI

 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Except as fairly disclosed, other than in respect of the Company Fundamental Representations, in (a) the disclosure schedules delivered by the Company to Purchaser on the date hereof (the &ldquo; Company Disclosure Schedules &rdquo;), (b) the contents of the Data Room or (c) documents delivered to Purchaser or Purchaser&rsquo;s legal counsel, the Company hereby represents and warrants to Purchaser as of the date hereof and as of the Merger Closing, and in respect of the Company Fundamental Representations, as of the Share Acquisition Closing, as follows:

 6.1 Organization and Standing . The Company is a company duly organized, validly existing and in good standing under the Laws of England and Wales and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each other Target Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing (to the extent that such concept applies) in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates would not individually or in the aggregate reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. The Company has provided to Purchaser accurate and complete copies of the Organizational Documents of each Target Company, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material respect.

 21

 6.2 Authorization; Binding Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company&rsquo;s obligations hereunder and thereunder, to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the Transactions (a) have been duly and validly authorized by the Company Board in accordance with the Company&rsquo;s Organizational Documents and any applicable Law, and (b) no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

 6.3 Capitalization .

 (a) The allotted and issued share capital of the Company consists solely of the Company Shares, and there are no other issued or outstanding equity interests of the Company. The Key Company Shareholder is the legal and beneficial owner of the Company Shares set forth opposite his name in Schedule 1 to this Agreement, and the Zedra Trust Shareholder is the owner of legal title of the Company Shares set forth opposite its name in Schedule 1 to this Agreement for and on behalf of the Relevant Beneficiaries who beneficially own the Company Shares set forth opposite the name of such Relevant Beneficiary in Schedule 1 to this Agreement, all of which are held by the Company Shareholders free from any Liens other than those imposed under the Company&rsquo;s Organizational Documents, applicable securities Laws or as set forth in Schedule 1 to this Agreement. After giving effect to the Share Acquisition (and subject to stamping), Pubco shall own the legal and beneficial title to the issued share capital of the Company free from any Liens other than those imposed under the Company&rsquo;s Organizational Documents and applicable securities Laws. All of the Company Shares have been duly authorized and validly issued, fully paid or credited as fully paid and are not in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the UK Companies Act, any other applicable Law, the Company&rsquo;s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound.

 (b) No Target Company currently has, and no Target Company has had, since January 1, 2024, any stock option or other equity incentive plans. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no Company Convertible Securities or pre-emptive rights or rights of first refusal or first offer, except for those rights as provided in the Company&rsquo;s Organizational Documents which have been disapplied and waived by the Company Shareholders pursuant to Section 2.7 , nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of the Company Shareholders or any of their respective Affiliates are a party or bound relating to any equity securities of the Company, whether or not outstanding. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Section 6.3(b) of the Company Disclosure Schedules, there are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to the voting or transfer of any Company Shares. Except as set forth in the Company&rsquo;s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of the Company have been granted, offered, sold and issued in compliance with all applicable Laws. As a result of the consummation of the Transactions, except as set forth on Section 6.3(b) of the Company Disclosure Schedules, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

 22

 (c) Since January 1, 2024, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company (other than equity interests of any Company employee that is repurchased pursuant to the terms of any employment agreement or Company Benefit Plan), and the Company Board has not authorized any of the foregoing.

 6.4 Company Subsidiaries .

 (a) All of the outstanding equity securities of each Company Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other than those, if any, imposed by such Company Subsidiary&rsquo;s Organizational Documents or applicable Laws). There are no Contracts to which the Company or any of its Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary of the Company other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary of the Company is a party or which are binding upon any Company Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Company Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary of the Company. No Company Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except as set forth on Section 6.4(a) of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person; (ii) no Target Company is a participant in any joint venture, partnership or similar arrangement; and (iii) there are no outstanding contractual obligations of a Target Company to provide funds to or make any loan or capital contribution to any other Person.

 6.5 Governmental Approvals . Except as set forth on Section 6.5 of the Company Disclosure Schedules, no Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents to which it is or required to be a party or otherwise bound, or the consummation by the Company of the Transactions other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and (c) any filings required to satisfy the CIC Conditions.

 6.6 Non-Contravention . Except as set forth on Section 6.6 of the Company Disclosure Schedules, the execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party, and the consummation by any Target Company of the Transactions and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company&rsquo;s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 , the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except in cases of clauses (b) and (c) , as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

 23

 6.7 Financial Statements .

 (a) True and correct copies of the Management Accounts have been provided to Purchaser. As used herein, the term &ldquo; Management Accounts &rdquo; means the unaudited monthly management accounts of the Company for each completed calendar month for the period beginning on January 1, 2025 and ending on December 31, 2025, comprising at least a profit and loss account and balance sheet (and, where available, cash flow statement),…

EX-10.1 · titanacq_ex10-1.htm

Type

EX-10.1

File

titanacq_ex10-1.htm

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EX-10.1 · titanacq_ex10-1.htm EX-10.1 3 titanacq_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 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. WHEREAS , on or about the date hereof, the Purchaser, OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“ Pubco ”), the Company, among others, have entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “ Business Combination Agreement ”), subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the Business Combination Agreement (the “ Closing ”): (a) Purchaser will merge with and into Pubco (the “ Merger ”) , as a result of which (i) the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company and (ii) each issued and outstanding security of Purchaser immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the Company Shares in exchange for the issuance to the Company Beneficial Owners of Pubco Ordinary Shares (the “ Share Acquisition ” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the “ Transactions ”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable Law. WHEREAS , as of the date hereof, the Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner, and has full voting power over the number of Company Shares set forth opposite the Holder’s name on Schedule A (the “ Subject Stock ”); and WHEREAS , as a condition to the willingness of the Purchaser to enter into the Business Combination Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by the Holder thereunder, and the expenses and efforts to be undertaken by the Purchaser and the Company to consummate the Transactions, the Purchaser, the Company and the Holder desire to enter into this Agreement in order for the Holder to provide certain assurances to the Purchaser regarding the manner in which the Holder is bound hereunder to vote its Subject Stock during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (the “ Voting Period ”) with respect to the Business Combination Agreement, the Share Acquisition, the Ancillary Documents and the Transactions. NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Covenant to Vote in Favor of Transactions and Other Actions in Connection with the Transactions . The Holder agrees, with respect to all of the Subject Stock: (a) during the Voting Period, at each meeting of the shareholders of the Company (the “ Company Shareholders ”) or any class or series thereof, and in each written consent or resolutions of any of the Company Shareholders in which the Holder is entitled to vote or consent as a shareholder of the Company, the Holder hereby unconditionally and irrevocably agrees to be present for such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum and vote (in person or by proxy), or consent to any action by written consent or resolution, in accordance with the applicable provisions of the Company’s Organizational Documents, and with respect to, as applicable, the Subject Stock in favor of, and adopt, the Business Combination Agreement, including the Transactions (and any actions required in furtherance thereof), and to vote the Subject Stock in opposition to any Acquisition Proposal or any other action or proposal involving the Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled; (b) to promptly execute and deliver all related documentation and take such other action in support of the Transactions as shall reasonably be requested by Pubco, the Company or the Purchaser in order to carry out the terms and provision of this Section 1 ; (c) (i) that any proxies or agreements heretofore given in respect of the Subject Stock are hereby revoked and (ii) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Subject Stock owned by the Holder or his/her/its Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of such Subject Stock, unless specifically requested to do so by the Company and the Purchaser in connection with the Transactions; (d) except as contemplated by the Transactions, not make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that the shareholders of the Company vote in favor of adoption of the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Business Combination Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement); (e) the Holder hereby unconditionally and irrevocably waives any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Transactions; and (f) that the Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that the Holder may have in respect of the Business Combination and/or the Transactions contemplated under the Business Combination Agreement, whether such rights arise from the Company’s Organizational Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law or otherwise. 2. Other Covenants . (a) No Transfers . The Holder agrees that during the Voting Period he shall not, and shall cause his Affiliates not to, without the Purchaser’s prior written consent, (i) offer for sale, sell (including short sales), transfer (including by operation of law), tender, lien, pledge, encumber, assign, dispose of (including by gift) or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Business Combination Agreement (collectively, a “ Transfer ”); (ii) enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Stock; (iii) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (iv) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, 2 as in effect on the date hereof) with respect to any or all of the Subject Stock; or (v) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting the Holder’s ability to perform his obligations under this Agreement; provided, however, that the foregoing restrictions shall not apply to any Transfer (a “ Permitted Transfer ”): (i) to any Affiliate of the Holder, including to any member, partner, shareholder, or other equity holder of the Holder, or to any family member or trust for the benefit of the Holder or the Holder’s family members; (ii) by will or intestate succession upon the death of the Holder; (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (iv) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee executes this Agreement or a joinder, in form and substance reasonably satisfactory to the Purchaser, agreeing to become a party to this Agreement and to assume all of the obligations of the Holder under, and be bound by all of the terms of, this Agreement. The Holder hereby agrees that he shall not permit any Transfer of the Subject Stock in violation of this Agreement. The Holder agrees with, and covenants to, the Purchaser that the Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that he shall not effect any such Transfer. (b) Changes to Subject Stock . In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. The Holder agrees during the Voting Period to notify the Purchaser and the Company promptly in writing of the number and type of any changes to the Holder’s ownership of or voting rights with respect to the Subject Stock, upon the Holder’s acquisition or commitment to acquire any additional Subject Stock or upon any other changes involving the Holder relating to the equity interests or securities convertible or exercisable for equity interests of the Company. (c) Compliance with Business Combination Agreement . The Holder agrees during the Voting Period not to take or agree or commit to take any action that would make any representation or warranty of the Holder contained in this Agreement inaccurate in any material respect. The Holder further agrees that he shall use reasonable best efforts to cooperate with the Purchaser to effect the Transactions and the provisions of this Agreement. (d) Registration Statement . During the Voting Period, the Holder agrees to provide to Pubco, the Purchaser, the Company and their respective Representatives any information regarding the Holder or the Subject Stock that is reasonably requested by Pubco, the Purchaser, Company or their respective Representatives for inclusion in the Registration Statement. (e) Publicity . The Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and the Purchaser. The Holder hereby authorizes the Company and the Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), the Holder’s identity and ownership of the Subject Stock and the nature of the Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any other Ancillary Documents. 3 3. Representations and Warranties of the Holder . The Holder hereby represents and warrants to the Purchaser and the Company as follows: (a) Binding Agreement . The Holder is of legal age to execute this Agreement and is legally competent to do so and has all necessary power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Holder understands and acknowledges that the Purchaser is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by the Holder. (b) Ownership of Subject Stock . As of the date hereof, the Holder has beneficial ownership over the Subject Stock set forth on his signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject Stock (to the extent the Subject Stock have associated voting rights), and has good and valid title to such Subject Stock, free and clear of any and all Liens of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by the Holder pursuant to arrangements made by the Holder. Except for the Subject Stock of the Company set forth on his signature page hereto and the Company Shares to be issued to the Holder upon the consummation of the transactions contemplated under the MSB Acquisition Agreement, as of the date of this Agreement, the Holder is not a beneficial owner or record holder of any: (i) other equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company. (c) No Conflicts . No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by the Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by the Holder, the performance of his obligations hereunder or the consummation by him of the transactions contemplated hereby shall (i) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which the Holder is a party or by which the Holder or any of the Subject Stock or his other assets may be bound, or (ii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (ii) as would not reasonably be expected to impair the Holder’s ability to perform his obligations under this Agreement in any material respect. (d) No Inconsistent Agreements . The Holder hereby covenants and agrees that, except for this Agreement, the Holder (i) has not entered into, nor will he enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Stock, (ii) has not granted, nor will he grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Stock and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of the Holder contained herein untrue or incorrect in any material respect or have the effect of preventing the Holder from performing any of his material obligations under this Agreement. 4 4. Waiver and Release of Claims . The Holder covenants and agrees as follows: (a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), the Holder, on behalf of himself and his Affiliates and his and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “ Releasing Party ” and, collectively, the “ Releasing Parties ,” provided, for the avoidance of doubt, that the Purchaser shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge Pubco, the Purchaser, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries (each, a “ Released Party ” and, collectively, the “ Released Parties ”), from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing, in each case to the extent arising out of or relating to the Holder’s capacity as a current or former shareholder of the Company or holder of any other equity securities of the Company (or securities convertible into equity securities of the Company) (each a “ Claim ” and, collectively, the “ Claims ”). For the avoidance of doubt, this release does not extend to any fraud, willful misconduct, or criminal acts, or to any claims arising under federal or state securities laws. (b) The Holder acknowledges that he may hereafter discover facts in addition to or different from those which he now knows or believes to be true with respect to Claims described in Section 4(a) , and that he may hereafter come to have a different understanding of the law that may apply to such Claims, but he affirms that, except as is otherwise specifically provided herein, it is his intention to fully, finally and forever settle and release the Claims specifically described in Section 4(a) . In furtherance of this intention, the Holder acknowledges that the releases contained in Section 4(a) shall be and remain in effect as releases with respect to the Claims described therein notwithstanding the discovery or existence of any such additional facts or different understandings of law. (c) The Holder understands that the Holder has the right not to release existing Claims of which the Holder is not aware, unless the Holder voluntarily chooses to waive this right with respect to the specific, narrow category of Claims described in Section 4(a) . Having been so apprised, and solely with respect to the Claims described in Section 4(a) , the Holder elects to assume the risks for such Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, in each case, effective as of the Closing. The Holder acknowledges and agrees that the foregoing waiver is a material term of the release provided pursuant to this Section 4 and that, without such waiver with respect to the Claims described in Section 4(a) , the Purchaser and the Company would not have agreed to the terms of this Agreement. (d) Notwithstanding the foregoing provisions of this Section 4 or anything to the contrary set forth herein, each of the Released Parties shall remain liable to the Releasing Parties with respect to, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of the Business Combination Agreement, this Agreement, any of the Ancillary Documents, or any other document, certificate or Contract executed or delivered in connection with the Business Combination Agreement, as each such agreement or instrument may be amended in accordance with its terms and the terms set forth in (A) the Business Combination Agreement or (B) this Agreement or the other Ancillary Documents (if and to the extent applicable); (ii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights, and any rights to advancement of expenses, pursuant to any organizational document of the Company or any of its Subsidiaries (as such rights may be modified under the Business Combination Agreement), or any indemnity or similar agreements by the Company contemplated by Section 8.20 of the Business Combination Agreement; (iii) any Claims for compensation, reimbursement of expenses or benefits payable to the Holder in his, her or its capacity as an officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries; (iv) any Claims for obligations pursuant to, or other rights set forth in, any employment or similar agreement between the Holder, on the one hand, and the Company or any Subsidiary of the Company, on the other hand, together with any other agreements, documents, instruments or certificates contemplated by the foregoing, as well as any other employment related rights that the Holder has by Contract or pursuant to applicable Law; and (v) any Claim based on fraud, willful misconduct, or criminal acts, or to any claims arising under federal or state securities laws. 5 5. Miscellaneous . (a) Termination . Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Purchaser, the Company or the Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Purchaser and the Company, (ii) the Merger Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Merger Effective Time), and (iii) the date of termination of the Business Combination Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party hereto from Liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 5 shall survive the termination of this Agreement. (b) Binding Effect; Assignment . Subject to Section 5(c) , this Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Purchaser and the Company (and after the Closing, Pubco), and any assignment without such consent shall be null and void; provided , that no such assignment shall relieve the assigning party of its obligations hereunder. (c) Third Parties . Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party. (d) Governing Law; Submission to Jurisdiction . This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of Laws that would otherwise require the application of Law of any other State. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR 6 OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 5(F) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (C) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5(D) . (e) Interpretation . The Section headings contained in this Agreement are solely for the purpose of reference and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) references to the singular shall include the plural and vice versa and references to one gender include any other gender; (ii) references to a “Person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organization, in each case whether or not having separate legal personality; (iii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iv) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation and shall be deemed in each case to be followed by the words “without limitation”; (v) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or” means “and/or”; and (viii) the word “day” means calendar day unless Business Day is expressly specified. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. (f) Notices . All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) by reputable, internationally recognized overnight courier service, or (iv) by registered or certified mail, pre-paid and return receipt requested, provided , however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof); in each case to the applicable party hereto at the following addresses (or at such other address for a party hereto as shall be specified by like notice): inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity. 7 (j) Expenses . Unless otherwise provided for in the Business Combination Agreement or the Sponsor Support Agreement, all Expenses incurred in connection with entering into this Agreement shall be paid by the party hereto incurring such expenses. (k) No Partnership, Agency or Joint Venture . This Agreement is intended to create a contractual relationship among the Holder, the Company and the Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company Shareholders entering into voting agreements with the Company or the Purchaser. The Holder is not affiliated with any other holder of Subject Stock entering into a voting or support agreement with the Company or the Purchaser in connection with the Transactions and the Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company or the Purchaser any direct or indirect ownership or incidence of ownership of or with respect to any Subject Stock. (l) Further Assurances . From time to time, at another party’s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement. (m) Entire Agreement . This Agreement (together with the Business Combination Agreement to the extent referred to herein) and the other Ancillary Documents together set out the entire agreement between the parties hereto in respect of the subject matter contained herein and therein and, save to the extent expressly set out in this Agreement or the other Ancillary Documents, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. Each party hereto confirms that it has not entered into this Agreement or any other Ancillary Document on the basis of any representation, warranty, undertaking or other statement whatsoever by another party which is not expressly incorporated into this Agreement or the relevant Ancillary Document and that, to the extent permitted by law, a party hereto shall have no right or remedy in relation to action taken in connection with this Agreement or any other Ancillary Document other than pursuant to this Agreement or the relevant Ancillary Document; provided , that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any other Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Purchaser or any of the obligations of the Holder under any other agreement between the Holder and the Purchaser or any certificate or instrument executed by the Holder in favor of the Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser or any of the obligations of the Holder under this Agreement. (n) Counterparts . This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [Remainder of Page Intentionally Left Blank; Signature Page Follows] 8 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above. The Purchaser : TITAN ACQUISITION CORP. By: /s/ Frank Mastrangelo Name: Frank Mastrangelo Title: Chief Executive Officer [Signature Page to Key Company Shareholder Support Agreement] 9 The Company : OPENPAYD HOLDINGS LIMITED By: /s/ Iana Dimitrova Name: Iana Dimitrova Title: Director By: /s/ David Bull Name: David Bull Title: Director [Signature Page to Key Company Shareholder Support Agreement] 10 The Holder : By: /s/ Ozan Özerk Name: Ozan Özerk Address for Notice : Address: [Redacted] Telephone No.: [Redacted] Email: [Redacted] [Signature Page to Key Company Shareholder Support Agreement] 11 Schedule A Name of Holder Address Class A ordinary shares Ozan Özerk [Redacted] 1,000,000 Sch. A- 1

Document text

EX-10.1 · titanacq_ex10-1.htm

EX-10.1
 3
 titanacq_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 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.

 WHEREAS , on or about the date hereof, the Purchaser, OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“ Pubco ”), the Company, among others, have entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “ Business Combination Agreement ”), subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the Business Combination Agreement (the “ Closing ”): (a) Purchaser will merge with and into Pubco (the “ Merger ”) , as a result of which (i) the separate corporate existence of Purchaser shall cease and Pubco shall continue as the surviving company and (ii) each issued and outstanding security of Purchaser immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the Company Shares in exchange for the issuance to the Company Beneficial Owners of Pubco Ordinary Shares (the “ Share Acquisition ” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the “ Transactions ”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable Law.

 WHEREAS , as of the date hereof, the Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner, and has full voting power over the number of Company Shares set forth opposite the Holder’s name on Schedule A (the “ Subject Stock ”); and

 WHEREAS , as a condition to the willingness of the Purchaser to enter into the Business Combination Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by the Holder thereunder, and the expenses and efforts to be undertaken by the Purchaser and the Company to consummate the Transactions, the Purchaser, the Company and the Holder desire to enter into this Agreement in order for the Holder to provide certain assurances to the Purchaser regarding the manner in which the Holder is bound hereunder to vote its Subject Stock during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (the “ Voting Period ”) with respect to the Business Combination Agreement, the Share Acquisition, the Ancillary Documents and the Transactions.

 NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

  

 1.
 Covenant to Vote in Favor of Transactions and Other Actions in Connection with the Transactions . The Holder agrees, with
respect to all of the Subject Stock:

 (a) during the Voting Period, at each meeting of the shareholders of the Company (the “ Company Shareholders ”) or any class or series thereof, and in each written consent or resolutions of any of the Company Shareholders in which the Holder is entitled to vote or consent as a shareholder of the Company, the Holder hereby unconditionally and irrevocably agrees to be present for such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum and vote (in person or by proxy), or consent to any action by written consent or resolution, in accordance with the applicable provisions of the Company’s Organizational Documents, and with respect to, as applicable, the Subject Stock in favor of, and adopt, the Business Combination Agreement, including the Transactions (and any actions required in furtherance thereof), and to vote the Subject Stock in opposition to any Acquisition Proposal or any other action or proposal involving the Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled;

 (b) to promptly execute and deliver all related documentation and take such other action in support of the Transactions as shall reasonably be requested by Pubco, the Company or the Purchaser in order to carry out the terms and provision of this Section 1 ;

 (c) (i) that any proxies or agreements heretofore given in respect of the Subject Stock are hereby revoked and (ii) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Subject Stock owned by the Holder or his/her/its Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of such Subject Stock, unless specifically requested to do so by the Company and the Purchaser in connection with the Transactions;

 (d) except as contemplated by the Transactions, not make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that the shareholders of the Company vote in favor of adoption of the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Business Combination Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement);

 (e) the Holder hereby unconditionally and irrevocably waives any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Transactions; and

 (f) that the Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that the Holder may have in respect of the Business Combination and/or the Transactions contemplated under the Business Combination Agreement, whether such rights arise from the Company’s Organizational Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law or otherwise.

 2. Other Covenants .

 (a) No Transfers . The Holder agrees that during the Voting Period he shall not, and shall cause his Affiliates not to, without the Purchaser’s prior written consent, (i) offer for sale, sell (including short sales), transfer (including by operation of law), tender, lien, pledge, encumber, assign, dispose of (including by gift) or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Business Combination Agreement (collectively, a “ Transfer ”); (ii) enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Stock; (iii) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (iv) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents,

 2

  

 as in effect on the date hereof) with respect to any or all of the Subject Stock; or (v) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting the Holder&rsquo;s ability to perform his obligations under this Agreement; provided, however, that the foregoing restrictions shall not apply to any Transfer (a “ Permitted Transfer ”): (i) to any Affiliate of the Holder, including to any member, partner, shareholder, or other equity holder of the Holder, or to any family member or trust for the benefit of the Holder or the Holder’s family members; (ii) by will or intestate succession upon the death of the Holder; (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (iv) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee executes this Agreement or a joinder, in form and substance reasonably satisfactory to the Purchaser, agreeing to become a party to this Agreement and to assume all of the obligations of the Holder under, and be bound by all of the terms of, this Agreement. The Holder hereby agrees that he shall not permit any Transfer of the Subject Stock in violation of this Agreement. The Holder agrees with, and covenants to, the Purchaser that the Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that he shall not effect any such Transfer.

 (b) Changes to Subject Stock . In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. The Holder agrees during the Voting Period to notify the Purchaser and the Company promptly in writing of the number and type of any changes to the Holder’s ownership of or voting rights with respect to the Subject Stock, upon the Holder’s acquisition or commitment to acquire any additional Subject Stock or upon any other changes involving the Holder relating to the equity interests or securities convertible or exercisable for equity interests of the Company.

 (c) Compliance with Business Combination Agreement . The Holder agrees during the Voting Period not to take or agree or commit to take any action that would make any representation or warranty of the Holder contained in this Agreement inaccurate in any material respect. The Holder further agrees that he shall use reasonable best efforts to cooperate with the Purchaser to effect the Transactions and the provisions of this Agreement.

 (d) Registration Statement . During the Voting Period, the Holder agrees to provide to Pubco, the Purchaser, the Company and their respective Representatives any information regarding the Holder or the Subject Stock that is reasonably requested by Pubco, the Purchaser, Company or their respective Representatives for inclusion in the Registration Statement.

 (e) Publicity . The Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and the Purchaser. The Holder hereby authorizes the Company and the Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), the Holder’s identity and ownership of the Subject Stock and the nature of the Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any other Ancillary Documents.

 3

  

 3. Representations and Warranties of the Holder . The Holder hereby represents and warrants to the Purchaser and the Company as follows:

 (a) Binding Agreement . The Holder is of legal age to execute this Agreement and is legally competent to do so and has all necessary power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Holder understands and acknowledges that the Purchaser is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by the Holder.

 (b) Ownership of Subject Stock . As of the date hereof, the Holder has beneficial ownership over the Subject Stock set forth on his signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject Stock (to the extent the Subject Stock have associated voting rights), and has good and valid title to such Subject Stock, free and clear of any and all Liens of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by the Holder pursuant to arrangements made by the Holder. Except for the Subject Stock of the Company set forth on his signature page hereto and the Company Shares to be issued to the Holder upon the consummation of the transactions contemplated under the MSB Acquisition Agreement, as of the date of this Agreement, the Holder is not a beneficial owner or record holder of any: (i) other equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

 (c) No Conflicts . No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by the Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by the Holder, the performance of his obligations hereunder or the consummation by him of the transactions contemplated hereby shall (i) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which the Holder is a party or by which the Holder or any of the Subject Stock or his other assets may be bound, or (ii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (ii) as would not reasonably be expected to impair the Holder’s ability to perform his obligations under this Agreement in any material respect.

 (d) No Inconsistent Agreements . The Holder hereby covenants and agrees that, except for this Agreement, the Holder (i) has not entered into, nor will he enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Stock, (ii) has not granted, nor will he grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Stock and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of the Holder contained herein untrue or incorrect in any material respect or have the effect of preventing the Holder from performing any of his material obligations under this Agreement.

 4

  

 4. Waiver and Release of Claims . The Holder covenants and agrees as follows:

 (a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), the Holder, on behalf of himself and his Affiliates and his and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “ Releasing Party ” and, collectively, the “ Releasing Parties ,” provided, for the avoidance of doubt, that the Purchaser shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge Pubco, the Purchaser, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries (each, a “ Released Party ” and, collectively, the “ Released Parties ”), from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing, in each case to the extent arising out of or relating to the Holder’s capacity as a current or former shareholder of the Company or holder of any other equity securities of the Company (or securities convertible into equity securities of the Company) (each a “ Claim ” and, collectively, the “ Claims ”). For the avoidance of doubt, this release does not extend to any fraud, willful misconduct, or criminal acts, or to any claims arising under federal or state securities laws.

 (b) The Holder acknowledges that he may hereafter discover facts in addition to or different from those which he now knows or believes to be true with respect to Claims described in Section 4(a) , and that he may hereafter come to have a different understanding of the law that may apply to such Claims, but he affirms that, except as is otherwise specifically provided herein, it is his intention to fully, finally and forever settle and release the Claims specifically described in Section 4(a) . In furtherance of this intention, the Holder acknowledges that the releases contained in Section 4(a) shall be and remain in effect as releases with respect to the Claims described therein notwithstanding the discovery or existence of any such additional facts or different understandings of law.

 (c) The Holder understands that the Holder has the right not to release existing Claims of which the Holder is not aware, unless the Holder voluntarily chooses to waive this right with respect to the specific, narrow category of Claims described in Section 4(a) . Having been so apprised, and solely with respect to the Claims described in Section 4(a) , the Holder elects to assume the risks for such Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, in each case, effective as of the Closing. The Holder acknowledges and agrees that the foregoing waiver is a material term of the release provided pursuant to this Section 4 and that, without such waiver with respect to the Claims described in Section 4(a) , the Purchaser and the Company would not have agreed to the terms of this Agreement.

 (d) Notwithstanding the foregoing provisions of this Section 4 or anything to the contrary set forth herein, each of the Released Parties shall remain liable to the Releasing Parties with respect to, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of the Business Combination Agreement, this Agreement, any of the Ancillary Documents, or any other document, certificate or Contract executed or delivered in connection with the Business Combination Agreement, as each such agreement or instrument may be amended in accordance with its terms and the terms set forth in (A) the Business Combination Agreement or (B) this Agreement or the other Ancillary Documents (if and to the extent applicable); (ii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights, and any rights to advancement of expenses, pursuant to any organizational document of the Company or any of its Subsidiaries (as such rights may be modified under the Business Combination Agreement), or any indemnity or similar agreements by the Company contemplated by Section 8.20 of the Business Combination Agreement; (iii) any Claims for compensation, reimbursement of expenses or benefits payable to the Holder in his, her or its capacity as an officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries; (iv) any Claims for obligations pursuant to, or other rights set forth in, any employment or similar agreement between the Holder, on the one hand, and the Company or any Subsidiary of the Company, on the other hand, together with any other agreements, documents, instruments or certificates contemplated by the foregoing, as well as any other employment related rights that the Holder has by Contract or pursuant to applicable Law; and (v) any Claim based on fraud, willful misconduct, or criminal acts, or to any claims arising under federal or state securities laws.

 5

  

 5. Miscellaneous .

 (a) Termination . Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Purchaser, the Company or the Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Purchaser and the Company, (ii) the Merger Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Merger Effective Time), and (iii) the date of termination of the Business Combination Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party hereto from Liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 5 shall survive the termination of this Agreement.

 (b) Binding Effect; Assignment . Subject to Section 5(c) , this Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Purchaser and the Company (and after the Closing, Pubco), and any assignment without such consent shall be null and void; provided , that no such assignment shall relieve the assigning party of its obligations hereunder.

 (c) Third Parties . Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party.

 (d) Governing Law; Submission to Jurisdiction . This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of Laws that would otherwise require the application of Law of any other State. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR

 6

  

 OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 5(F) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (C) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5(D) .

 (e) Interpretation . The Section headings contained in this Agreement are solely for the purpose of reference and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) references to the singular shall include the plural and vice versa and references to one gender include any other gender; (ii) references to a “Person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organization, in each case whether or not having separate legal personality; (iii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iv) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation and shall be deemed in each case to be followed by the words “without limitation”; (v) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or” means “and/or”; and (viii) the word “day” means calendar day unless Business Day is expressly specified. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

 (f) Notices . All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) by reputable, internationally recognized overnight courier service, or (iv) by registered or certified mail, pre-paid and return receipt requested, provided , however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof); in each case to the applicable party hereto at the following addresses (or at such other address for a party hereto as shall be specified by like notice): inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

 7

  

 (j) Expenses . Unless otherwise provided for in the Business Combination Agreement or the Sponsor Support Agreement, all Expenses incurred in connection with entering into this Agreement shall be paid by the party hereto incurring such expenses.

 (k) No Partnership, Agency or Joint Venture . This Agreement is intended to create a contractual relationship among the Holder, the Company and the Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company Shareholders entering into voting agreements with the Company or the Purchaser. The Holder is not affiliated with any other holder of Subject Stock entering into a voting or support agreement with the Company or the Purchaser in connection with the Transactions and the Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company or the Purchaser any direct or indirect ownership or incidence of ownership of or with respect to any Subject Stock.

 (l) Further Assurances . From time to time, at another party’s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

 (m) Entire
Agreement . This Agreement (together with the Business Combination Agreement to the extent referred to herein) and the other
Ancillary Documents together set out the entire agreement between the parties hereto in respect of the subject matter contained
herein and therein and, save to the extent expressly set out in this Agreement or the other Ancillary Documents, supersede and
extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any
nature whatsoever, whether or not in writing, relating thereto. Each party hereto confirms that it has not entered into this
Agreement or any other Ancillary Document on the basis of any representation, warranty, undertaking or other statement whatsoever by
another party which is not expressly incorporated into this Agreement or the relevant Ancillary Document and that, to the extent
permitted by law, a party hereto shall have no right or remedy in relation to action taken in connection with this Agreement or any
other Ancillary Document other than pursuant to this Agreement or the relevant Ancillary Document; provided , that, for the
avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination
Agreement or any other Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or
remedies of the Purchaser or any of the obligations of the Holder under any other agreement between the Holder and the Purchaser or
any certificate or instrument executed by the Holder in favor of the Purchaser, and nothing in any other agreement, certificate or
instrument shall limit any of the rights or remedies of the Purchaser or any of the obligations of the Holder under this
Agreement.

 (n) Counterparts . This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 [Remainder of Page Intentionally Left Blank; Signature Page Follows]

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 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

 The Purchaser :

 TITAN ACQUISITION CORP.

 By:
 /s/ Frank Mastrangelo

 Name:
 Frank Mastrangelo

 Title:
 Chief Executive Officer

 [Signature Page to Key Company Shareholder Support Agreement]

 9

  

 The Company :

 OPENPAYD HOLDINGS LIMITED

 By:
 /s/ Iana Dimitrova

 Name:
 Iana Dimitrova

 Title:
 Director

 By:
 /s/ David Bull

 Name:
 David Bull

 Title:
 Director

 [Signature Page to Key Company Shareholder Support Agreement]

 10

  

 The Holder :

 By:
 /s/ Ozan &Ouml;zerk

 Name:
 Ozan Özerk

 Address for Notice :

 Address:
 [Redacted]

 Telephone No.:
 [Redacted]

 Email:
 [Redacted]

 [Signature Page to Key Company Shareholder Support Agreement]

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 Schedule A

 Name of Holder
 Address

 Class A ordinary

 shares

 Ozan Özerk
 [Redacted]
 1,000,000

 Sch. A- 1

Open on SEC

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