Browse EX-10 agreements

INTERCOMPANY LOAN AGREEMENT (Interest - Free Shareholder Loan) This Loan Agreement (“Agreement”) is made and entered into on July 30, 2025 , by and between: Lender: AI POWER X INC. A Delaware corporation Address: 16192 COASTAL HWY LEWES, DE 19958 Borrower: YOUR CHOICE DOUBLE DZ INC. (YCDD) A Texas corporation Address: 16544 HWY 152, WHEELER, TEXAS 79096 RECITALS WHEREAS, the Lender has agreed to provide funds to the Borrower for its general corporate and operational purposes; WHEREAS, a portion of such funds, in the amount of USD 500,000, was provided to the Lender by its shareholder, Pei Zhao, as paid - in capital and remitted directly from Pei Zhao’s account to the Borrower; and WHEREAS, the remaining USD 500,000 was transferred from the Lender’s own corporate funds. 1. Loan Amount The Lender agrees to provide the Borrower with a total loan in the principal amount of USD 1,000,000 (One Million U.S. Dollars), consisting of: ● USD 500,000 funded directly from Pei Zhao’s account as shareholder capital contribution to the Lender, and ● USD 500,000 funded from the Lender’s own corporate

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LOAN AGREEMENT This Loan Agreement (“Agreement”) is entered into as of July 2, 2025 by and between: AI Power X Inc., a corporation incorporated under the laws of Delaware, United States, with its registered office at 16192 Coastal Hwy, Lewes, DE 19958 (“Lender”), and Your Choice Double DZ Inc. (“YCDD”), a corporation incorporated under the laws of Texas, United States, with its principal office at 71 Pelican Ln, Irvine, CA 92618 (“Borrower”). 1. Loan Amount and Purpose 1. The Lender agrees to provide the Borrower with a loan in the principal amount of USD 15,000 (“Loan”). 2. At the request of the Borrower, the Loan proceeds shall be paid directly by the Lender to: Bluehill Consulting Inc. 7030 Woodbine Ave, Suite 405 Markham, Ontario, Canada L3R 6G2 Bluehill is the consulting firm engaged by the Borrower pursuant to an agreement dated June 18, 2025, to provide Financial Reporting Services for IPO preparation. 2. Interest The Loan shall be interest - free. 3. Repayment The Loan is repayable on demand by the Lender, but no specific repayment schedule is required unless otherwise mutual

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BITARI INC 16544 HWY 152, Wheeler, Texas, 79096 April 23, 2026 Lawrence Cofield Mountain View, California Email: lawrencecofield@outlook.com Co - Chief Executive Officer Offer Letter Re: Dear Lawrence: BITARI INC, a Texas corporation (the “Company”), is pleased to offer you the position of Co - Chief Executive Officer (“Co - CEO”) of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation. Should you choose to accept this position, this letter agreement (this “Agreement”) shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you agree to provide to the Company. 1. Term. This Agreement shall become effective as of May 1, 2026 (the “Effective Date”) upon your acceptance. Your employment under this Agreement shall continue for a fixed term of one (1) year commencing on the Effective Date and ending on April 30, 2027, unless earlier terminated in accordance with Section 9 below or extended by mutual written agreement of the parties. You

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April 26, 2022 M r . Ping “Peter” Zhang 71 Pelican Ln Irvine, California 92618 Mobile: + 1 (669) 205 - 9999 Via email: A772493608@gmail.com Re: Offer of Employment Dear Peter, I am happy to offer you the position of Director and CEO of Your Choice Double DZ INC (the “Co mpany”) . The terms and conditions of our offer are as follows: 1. Term . Your employment shall be f or a term of f our ( 4 ) years beginning o n April 26 , 2 0 2 2 and continue automatically renewing f or successive one ( 1 ) y e ar terms unless terminated by either party with a written notice at least ninety ( 90 ) d a y s prior to the end of the then current term . 2. Duties . The Director/ CEO shall act honestly and in good faith in the best interests of the Company, exercise due care and loyalty, avoid conflicts of interest, ensure compliance with applicable laws and reg ulations, and provide strategic guidance and oversight of management. Of course, as the Company’s business evolves, your job responsibilities may also change. During your employment, you will devote your best efforts and your full business time,

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BITARI INC 16544 HWY 152, Wheeler, Texas, 79096 03-16-2026 Wayne Wenhua Huang Re: Director Offer Letter Dear Wayne Wenhua Huang : BITARI INC, a Texas corporation (the "Company"), is pleased to offer you a position as a member of its board of directors (the "Board"). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (this "Agreement") shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you agree to provide to the Company. 1. Term. This Agreement is effective upon your acceptance and signature below; provided, however, that your appointment and service as a director shall commence only upon, and be conditioned on, the commencement of trading of our shares of Class A common stock on Nasdaq. Your term as a director shall commence upon your election or appointment to the Board. Subject to the Company's bylaws and certificate of formation, a

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Sign.com Document ID: d9bb094f71 - Page 1/7 BITARI INC 16544 HWY 152, Wheeler, Texas, 79096 8 - 18 - 2026 LONG ZHANG 128 CROSSOVER, IRVINE, CA 92618 Re: Director Offer Letter Dear LONG ZHANG: BITARI INC, a Texas corporation (the “ Company ”), is pleased to offer you a position as a member of its board of directors (the “ Board ”) . We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board . Should you choose to accept this position as a member of the Board, this letter agreement (this “ Agreement ”) shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you agree to provide to the Company . 1. Term . This Agreement is effective upon your acceptance and signature below ; provided, however, that your appointment and service as a director shall commence only upon, and be conditioned on, the commencement of trading of our shares of Class A common stock on Nasdaq . Your term as a director shall commence upon your election or appointment to

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Nov 4, 2025 M s . Pei Zhao 113 Cruiser Irvine, California 92618 Mobile: + 1 949 - 668 - 3885 Via email: zhaopei817@gmail.com Re: Offer of Employment Dear Pei Zhao, I am happy to offer you the position of Director of Bitari INC (the “Company”) . The terms and conditions of our offer are as follows: 1. Term . Y our employment shall be f or a term of three ( 3 ) years beginning on Nov 4 , 2 0 2 5 and continue automatically renewing f or successive one ( 1 ) y e ar terms unless terminated by either party with a written notice at least ninety ( 90 ) d a ys prior to the end of the then current term . 2. Duties . The Director shall act honestly and in good faith in the best interests of the Company, exercise due care and loyalty, avoid conflicts of interest, ensure compliance with applicable laws and regulations, and provide strategic guidance and oversight of management . Of course, as the Company’s business evolves, your job responsibilities may also change . During your employment, you will devote your best efforts and your full business time, skill, and attention to your Company job dut

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of [DATE] by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

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OPERATION AND MAINTENANCE SERVICE AGREEMENT Agreement No.: DZ20 - YWFW - 202507 Execution Date: June 1, 2025 Service Commencement Date: July 1, 2025 Effective Date: July 1, 2025 PARTIES YOUR CHOICE DOUBLE DZ INC., a corporation duly incorporated under the laws of the State of Texas, with its registered address at 1705 Guadalupe St., Ste. 400, Austin, TX 78701, and its operational address at 16544 HWY 152, Wheeler, TX 79096 (the “Client”). JWT TECHNOLOGY INC., a corporation duly incorporated under the laws of the State of Indiana, United States, with its registered address at 6354 East 100 North, Marion, IN 46953, USA (the “Service Provider”). RECITALS A. The Client owns and operates a digital asset mining facility with a designed electrical load capacity of twenty megawatts (20 MW) located at 16544 HWY 152, Wheeler, Texas 79096 (the “Mining Facility”). B. The client desires to engage the service provider to provide non - exclusive operation and maintenance services for the mining facility compliant with the supervision and audit requirements of the relevant authorities/departments. S

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PRIVILEGED & CONFIDENTIAL EXCLUSIVE AGREEMENT AI Data Center Joint Venture — Wheeler, Texas Date: July 30, 2026 This Exclusive Agreement (the "Agreement") is entered into by and between BITARI, INC . ("Bitari"), a Texas corporation at 16544 TX - 152 , Wheeler County, Texas 79096 , and ALERIA TECHNOLOGY LLC ("Aleria"), an Abu Dhabi, UAE limited liability company . Each is a "Party . " This Agreement is a short, good - faith understanding . Sections 7 and 8 are non - binding, and nothing in this Agreement obligates either Party to enter into any transaction ; the remaining sections are binding . 1. Background The Parties have entered into a series of discussions to pursue the opportunity to jointly create an AI data center on Bitari's site in Wheeler, Texas (the "Project Site") . Bitari is currently preparing its IPO process at a target valuation of $ 300 M . Bitari has also acquired the rights to a land in Wheeler, Texas, suitable for the development of an AI data center of up to 1 , 300 MW, to be developed in two operational phases : Phase 1 (~ 30 MW, 2026 ) and Phase 2 (expansion to

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Premise No: 305417209 Contract No: 6201 - 2632 The parties ("Parties") to this Electric Service Agreement ("Agreement") are Southwestern Public Service Company, d/b/a Xcel Energy, a New Mexico corporation authorized to transact business in Texas and New Mexico, (“ SPS”) and BITAI TECHNOLOGY INC, whose mailing address 16544 Highway 152 , Wheeler TX 79096 . This Agreement relates to the sale by SPS of electric energy to Customer at 35 . 888800 , - 101 . 977100 . Section 1 . Agreement . SPS agrees to sell and deliver to Customer, and Customer agrees to purchase and take from SPS, all electric energy requirements for Customer's operations at the Point of Service, according to the terms and conditions of this Agreement . Section 2 . Term . The term ("Term") of this Agreement shall begin on the earlier of (i) the date on which Customer first receives electric energy under this Agreement or (ii) the June 2026 meter reading date, and shall continue for a period of one ( 1 ) year(s) . Upon the expiration of the Term, this Agreement shall be automatically extended from year to year unless term

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Premise No: 305086911 Contract No: 6201 - 2629 Page 1 ESA TX Rev. May 2015 The parties ("Parties") to this Electric Service Agreement ("Agreement") are Southwestern Public Service Company, d/b/a Xcel Energy, a New Mexico corporation authorized to transact business in Texas and New Mexico, (“SPS”) and Your Choice B Inc ("Customer"), whose mailing address 16552 Highway 152 - Wheeler, Tx 79096 . This Agreement relates to the sale by SPS of electric energy to Customer at 35 . 443044 , - 100 . 138248 . ("Point of Service") . Section 1 . Agreement . SPS agrees to sell and deliver to Customer, and Customer agrees to purchase and take from SPS, all electric energy requirements for Customer's operations at the Point of Service, according to the terms and conditions of this Agreement . Section 2 . Term . The term ("Term") of this Agreement shall begin on the earlier of (i) the date on which Customer first receives electric energy under this Agreement or (ii) the January 2026 meter reading date and shall continue for a period of one ( 1 ) year(s) . Upon the expiration of the Term, this Agreemen

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