Browse EX-10 agreements

BITARI INC 16544 HWY 152, Wheeler, Texas 79096 November 4, 2025 Chang Yao 15 Flatiron Irvine, CA 92602 Re: Chief Executive Officer Offer Letter Dear Mr. Yao: BITARI INC, a Texas corporation (the “Company”), is pleased to appoint you as Chief Executive Officer (“CEO”) effective November 4, 2025. You will continue to serve as a member of the Board of Directors This offer letter (this “Agreement”) sets forth the principal terms of your CEO appointment. Start Date; Position; Reporting. Your start date will be November 4, 2025 (the “Start Date”). You will serve as Chief Executive Officer and will report to the Board of Directors. You agree to devote substantially all of your business time and attention to the business of the Company and its subsidiaries and affiliates, and to perform the duties customarily associated with the role of CEO, as reasonably assigned by the Board from time to time. Term; At - Will Nature. Your service is “at will,” meaning either you or the Company may terminate the employment relationship at any time, with or without cause and with or without advance notice, s

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**TAX RECEIVABLE AGREEMENT **

**BY AND AMONG **

**COVOLT POWER, INC., **

**COVOLT HOLDINGS GROUP, LLC, **

**THE TRA REPRESENTATIVES, **

**THE TRA PARTIES **

**AND **

**OTHER PERSONS FROM TIME TO TIME PARTY HERETO **

**DATED AS OF [ ], 2026 **

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**TABLE OF CONTENTS **

		Page
ARTICLE I Definitions			2
Section 1.1. Definitions			2

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*FORM UNIT GRANT AGREEMENT *

This UNIT GRANT AGREEMENT (this “Agreement”) is made as of [ ● ] (the “Effective Date”), by and among SEC Member II, LLC, a Delaware limited liability company (“SEC Member II”), SEC Parent II, LLC, a Delaware limited liability company (“Parent II”), and the Person listed as “Grantee” on the signature pages hereto (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Parent II LLC Agreement.

WHEREAS, on the terms and subject to the conditions set forth herein, Parent II desires to issue to Grantee [ ● ] New Class B Units of Parent II (the “Parent Class*** B Units*”), and immediately thereafter, Grantee shall contribute the Parent Class B Units to SEC Member II in exchange for an equal number of Class BB Units of SEC Member II (the “Member Class*** B Units*”, and together with the Parent Class B Units, the “Received Units”).

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**COVOLT HOLDINGS GROUP, LLC **

**AMENDED AND RESTATED **

**LIMITED LIABILITY COMPANY AGREEMENT **

Dated as of [ ], 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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**TABLE OF CONTENTS **

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**COVOLT POWER, INC. **

**2026 INCENTIVE AWARD PLAN **

**ARTICLE I. **

**PURPOSE **

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and the Operating Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

**ARTICLE II. **

**ELIGIBILITY **

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

**ARTICLE III. **

**ADMINISTRATION AND DELEGATION **

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***AMENDED AND RESTATED EMPLOYMENT AGREEMENT ***

This **AMENDED AND RESTATED EMPLOYMENT AGREEMENT **(this “Agreement”) is effective as of [•]1 (the “Effective Date”), by and between Signal Energy, LLC, a Delaware limited liability company (“Signal”), CoVolt Holdings Group, LLC, a Delaware limited liability company (“Parent”), CoVolt Power, Inc., a Delaware corporation (“CoVolt” and, together with Signal, the “Company”) and Robert Tabb (“Executive”).

RECITALS

WHEREAS, Signal, Parent and Executive are parties to that certain employment agreement, dated December 18, 2023 (the “2023 Employment Agreement”), and the parties desire to replace the aforementioned 2023 Employment Agreement with this Agreement.

WHEREAS, the Company desires to continue to employ Executive and Executive desires to accept such continued employment with the Company upon and subject to the terms and conditions set forth in this Agreement; and

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**COVOLT POWER, INC. **

**2026 INCENTIVE AWARD PLAN **

**RESTRICTED STOCK UNIT GRANT NOTICE **

CoVolt Power, Inc., a Texas corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the CoVolt Power, Inc. 2026 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

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**COVOLT POWER, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM **

Eligible Directors (as defined below) on the board of directors (the “Board”) of CoVolt Power, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each member of the Board who is not an employee of the Company or any of its parents or subsidiaries, and who is determined by the Board to be eligible to receive compensation under this Program (each, an “Eligible Director”), unless such Eligible Director declines the receipt of such cash or equity compensation by written notice to the Company.

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***AMENDED AND RESTATED EMPLOYMENT AGREEMENT ***

This **AMENDED AND RESTATED EMPLOYMENT AGREEMENT **(this “Agreement”) is effective as of [•]1 (the “Effective Date”), by and between Signal Energy, LLC, a Delaware limited liability company (“Signal”), CoVolt Holdings Group, LLC, a Delaware limited liability company (“Parent”), CoVolt Power, Inc., a Delaware corporation (“CoVolt” and, together with Signal, the “Company”) and Samuel Robison (“Executive”).

RECITALS

WHEREAS, Signal, Parent and Executive are parties to that certain employment agreement, dated December 18, 2023 (the “2023 Employment Agreement”), and the parties desire to replace the aforementioned 2023 Employment Agreement with this Agreement.

WHEREAS, the Company desires to continue to employ Executive and Executive desires to accept such continued employment with the Company upon and subject to the terms and conditions set forth in this Agreement; and

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***FORM OF ***

***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made as of [DATE], 2026 by and between CoVolt Power, Inc. a Texas corporation (the “Company”), and [NAME], [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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12/28/2021

**Ronnie Shields **

777 Preston St.

Apt 33J

Houston, TX 77002

rvshields@comcast.net

Ronnie,

Signal Energy LLC is pleased to extend to you an offer of employment for the role of Chief Accounting Officer. The below information represents an overview of your employment offer. This is an **exempt **position.

Start Date:		1/17/2022

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PRIVATE UNITS PURCHASE AGREEMENT

This PRIVATE UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between ARC Group Acquisition II Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 3, LLC, a Delaware limited liability company (“MFH2” or the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one right entitling the holder to one-quarter of one Class A Ordinary Share (each, a “Public Right”) and one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and VStock Transfer LLC (“VStock”), as warrant agent (the “Warrant Agreement”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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