Browse EX-10 agreements

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Exhibit 10.2

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [  ], is by and between Varsal Tech, Inc., a Delaware corporation (the “Company”) and [  ] (the “Indemnitee”).

WHEREAS, [Indemnitee is [a director/an officer] of the Company/the Company expects Indemnitee to join the Company as [a director/an officer]];

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and/or other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract the most capable persons as directors and officers is in the best interests of the Company and its stockholders and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of __________, 20__ (the “Effective Date”), by and between Varsal Tech, Inc., a Delaware corporation (the “Company”), and [Executive Name] (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Employment; Position; Reporting

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VARSAL TECH, INC

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**THIS BOARD OF DIRECTORS AGREEMENT **(“Agreement”) is made and entered into as of [___] (“Signing Date”) and effective as of [___] (the “Effective Date”), by and between Varsal Tech, Inc., a Delaware corporation (the “Company”) with its principal place of business located at 363 Ivyland Road, Warminster PA 18974 and ______________________________, an individual (“Director”).

1. Term. This Agreement shall continue for a period of up to twelve (12) months from the Effective Date, or earlier in the event of an annual shareholders meeting, and shall continue thereafter for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company on a yearly basis. If re-elected, this Agreement may be renewed for successive one-year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director’s term will end ten (10) calendar days following the annual shareholders meeting.

2. Position and Responsibilities.

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026 by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, the board of directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law and the Charter (as defined below);

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2026 is made and entered into by and among ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), FDB II, a Cayman Islands limited liability company (the “Sponsor”), ARC Group Securities LLC (the “Representative”) and Clear Street LLC (“Clear Street”) and, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each such party, a “Holder” and collectively the “Holders”).

RECITALS

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026, by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-291339) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (each, an “Ordinary Share”), one redeemable warrant entitling the holder thereof to purchase one Ordinary Share, and one right entitling the holder thereof to receive one-forth (1/4) of one Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Se

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FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and FDB II, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value US$0.0001 per share, of the Company (an “Ordinary Share”), one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company (“Odyssey”), as warrant agent (the “Warrant Agreement”) and one right entitling the holder thereof to receive one-quarter (1/4) of the one Class A ordinary share upon consummation of our initial business combination (t

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Exhibit 10.9

FDB II, LLC

398 S. Mill Avenue, Suite 306

Tempe, AZ 85284

[●], 2026

ARC Group Securities Acquisition II

****398 Mill Avenue

Suite 306

Tempe, AZ 85281

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between ARC Group Securities Acquisition II, incorporated in the Cayman Islands (the “Company”) and FDB II, a Cayman Islands limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall make available to the Company certain office space, utilities and s

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Exhibit 10.1

[_], 2026

ARC Group Securities Acquisition II

398 Mill Avenue

Suite 306

Tempe, Arizona 85281

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”) and ARC Group Securities LLC, as representative (the “Representative”) of the underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each a “

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”), by and between:

SKY PLL OU, a private limited company organized and existing under the laws of Estonia, with its registered address in Estonia (hereinafter referred to as the “Lender”),

and

Spectral Capital Corporation, a corporation organized and existing under the laws of the United States, with its principal place of business located at 701 Fifth Avenue, Suite 4200, Seattle, WA 98014, United States (hereinafter referred to as the “Borrower”).

The Lender and the Borrower may collectively be referred to as the “Parties” and individually as a “Party.”

1. Loan Amount and Term

1.1. The Lender agrees to loan to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of up to Five Hundred Thousand United States Dollars (USD $500,000) (the “Loan”).

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PROMISSORY NOTE $10,000.00

Effective Date: June 2, 2025 FOR VALUE RECEIVED, Spectral Capital Corporation, a Nevada Corporation (“Borrower”), promises to pay to the order of Michael Turner (“Lender”), the principal sum of Ten Thousand Dollars ($10,000.00), together with interest on the unpaid principal balance as set forth below.

**1. Advance and Interest **The principal sum of $10,000.00 was advanced to Borrower by Lender on the Effective Date. This Note shall bear interest on the unpaid principal balance at the rate of five percent (5%) per annum, unless the full amount of the principal is repaid within sixty (60) days of the Effective Date, in which case no interest shall accrue or be due.

**2. Payment Terms **The entire outstanding principal and any accrued interest shall be due and payable upon demand by the Lender. Borrower may prepay all or any portion of the principal amount at any time without premium or penalty.

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CONSULTANCY AGREEMENT

This Management Agreement (the “Agreement”) is made and entered on April 26th 2024 (the “Effective Date”) by and between

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Spectral Capital Corporation

with its registered office at 4500 9th Avenue NE, Seattle, WA, 98105 (the “Company”) and

Scandere OU

with its registered office at Ahtri tn 6a, Kesklinna linnaosa, 10151 Tallinn, Harju maakond (the “Manager”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a corporation of the United States of America;

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WHEREAS, the Company is in the business of providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business (“B2B”) basis;

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**WHEREAS, **Scandere is the Manager and Vladimir Ivanov is the sole beneficiary and also the president of SKY Data PLL;

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WHEREAS, the Manager has expertise in the area of Telecom operations, analytics, software management and network sales;

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