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, subject to the terms of this Agreement and any applicable benefit plans. Your Board service will continue under the terms of your Director appointment and is not affected by this Agreement. Location; Travel. Your principal work location shall be as reasonably determined by the Company. Travel will be required as necessary to perform your duties. Cash Compensation. Your annual base salary will be US$48,000, paid at the rate of US$2,000 semi - monthly (i.e., twice per month) in accordance with the

…

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Second Amendment”), dated as of August 21, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

RECITALS

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended on May 8, 2026, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

AGREEMENT

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

…

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

** **

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 8, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

** **

RECITALS

** **

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended prior to the date hereof, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

** **

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

** **

AGREEMENT

** **

NOW, THEREFORE, In consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor each hereby agree as follows:

…

****AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

This Amended and Restated Revolving Line of Credit Agreement (the “Agreement”), dated January 15, 2026, amends and restates in its entirety that Revolving Line of Credit Agreement dated as of April 1, 2024 (the “Original Agreement”), by and between:

** **

Lender**:** Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“Lender”); and

** **

Borrower**:** Everli Global, Inc., a Nevada corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“Borrower”).

RECITALS

A. The Borrower and the Lender are related parties under the applicable internal policies and/or applicable law. Palella Holdings, LLC is also the majority stockholder of Everli Global, Inc., and therefore holds a significant ownership and governance interest in the Company; and in that capacity, seeks to advance the strategic, financial, and operational growth objectives of the Company while maintaining transparency and compliance with all related-party transaction requirements;

B. Pursuant to this Agreement, Lender agrees to make revolving loans to Borrower up to an aggregate principal amount of Twenty Five Million Dollars ($25,000,000) (the “Facility”), on the terms and conditions set forth herein;

C. Pursuant to the Original Agreement, as of December 31, 2025, Borrower had an outstanding balance of Loans from Lender of $5,268,139 (“Year-End Balance”);

…

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

EVERLI GLOBAL INC.

Convertible Promissory Note

Original Principal Amount: $[     ]

Issuance Date: [     ], 2026

Number: [     ]

…

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement, dated as of March 6, 2026 (this “Agreement”), is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.

RECITALS

WHEREAS, On July 30, 2025, the Company entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Melar Acquisition Corp. I, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Melar”), MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (“Merger Sub”), Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and Salvatore Palella (the “Escrowed Seller”).

…

** **

THIS REVOLVING LINE OF CREDIT AGREEMENT (this “Agreement”) is dated as of April 1, 2024, by and between:

** **

Lender: Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 293 Church Street*, New York, NY 10013* (“Lender”); and

** **

Borrower: Everli Global, Inc., a Texas corporation, with its principal place of business 293 Church Street*, New York, NY 10013* (“Borrower”).

** **

RECITALS

A. The Borrower and the Lender are related parties under the applicable internal policies and/or applicable law. Palella Holdings, LLC is also the majority stockholder of Everli Global, Inc., and therefore holds a significant ownership and governance interest in the Company; and in that capacity, seeks to advance the strategic, financial, and operational growth objectives of the Company while maintaining transparency and compliance with all related-party transaction requirements;

B. Pursuant to this Agreement, Lender agrees to make revolving loans to Borrower up to an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Facility”), on the terms and conditions set forth herein.

C. The proceeds of the Loans shall be used for mutually agreed business purposes for Everli and its subsidiaries.

** **

AGREEMENT

1. Definitions

“Borrowings” means the aggregate principal amount of Loans outstanding.

“Loans” means the extensions of credit made by Lender to Borrower under this Agreement.

“Tranches” means discrete borrowings of the Facility approved in advance by Lender.

…

Settlement Agreement / Debt Restructuring Agreement — English Translation

ENGLISH TRANSLATION — COURTESY TRANSLATION OF THE ORIGINAL ITALIAN DOCUMENT. IN THE EVENT OF ANY DISCREPANCY, THE ITALIAN ORIGINAL SHALL PREVAIL.

Milan, 30 January 2026

To:

Banca Progetto S.p.A. in A.S.

Via Bocchetto, 6

20123 – Milan

PEC (certified email): recuperocrediti@pec.bancaprogetto.it

** **

SUBJECT: PRIVATE AGREEMENT / DEBT RESTRUCTURING AGREEMENT

Dear Sirs,

Further to the discussions held, we set out below, by way of contractual proposal pursuant to law, the terms of the Debt Restructuring Agreement, which shall be deemed concluded upon Your acceptance of the entire content of this letter.

** **

DEBT RESTRUCTURING AGREEMENT

** **

BETWEEN

** **

| | | |

…

​

Exhibit 10.16

OSI SYSTEMS, INC

NONQUALIFIED DEFINED BENEFIT PLAN

2025 Amendment to

Amended and Restated Retirement Benefit Award Agreement

THIS 2025 AMENDMENT (“2025 Amendment”) is made effective as of December 23, 2025, by and between OSI Systems, Inc. (the “Company”), and Deepak Chopra (the “Eligible Employee”) to the Amended and Restated Retirement Benefit Award Agreement, made effective December 31, 2017 (the “Award Agreement”).

WHEREAS, the Company has adopted the OSI Systems, Inc. Nonqualified Defined Benefit Plan, as amended effective January 1, 2012 (the “Plan”) and designated the Eligible Employee as a Participant in the Plan pursuant to the Award Agreement;

WHEREAS, the Company previously adopted the First Amendment to the Award Agreement, effective June 19, 2020 (the “First Amendment”), the Second Amendment to the Award Agreement, effective August 19, 2020 (the “Second Amendment”) and the Third Amendment to the Award Agreement, effective October 27, 2021 (the “Third Amendment”); and

WHEREAS, the Company now desires to again amend the Award Agreement to increase the Eligible Employee’s Retirement Benefit and specify the form of payout for the new benefit amount without changing the timing of the existing benefit payments, in compliance with all requirements of Section 409A of the Internal Revenue Code (the “Code”).

NOW, THEREFORE, the parties hereto agree as follows:

…

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED

OSI SYSTEMS, INC. DEFERRED COMPENSATION PLAN

WHEREAS, the Company adopted the Second Amended and Restated OSI Systems, Inc. Deferred Compensation Plan, effective December 1, 2023 (the “Plan”);

WHEREAS, pursuant to Section 10.2 of the Plan, the Company may amend the Plan at any time and for any reason; and

WHEREAS, the Company now desires to amend the Plan to eliminate the automatic removal of a former spouse or domestic partner as Beneficiary upon dissolution of the Participant’s marriage or partnership and to make certain other clarifying amendments.

NOW, THEREFORE, the Plan is hereby amended effective July 1, 2026, as follows:

1.	Section 6.1(c) of the Plan is amended by deleting the second paragraph thereof and replacing it with the following:

…

06/22/2026

Dear Tom,

On behalf of Complete Solar, Inc. d/b/a SunPower (“SunPower” or the “Company”), we are delighted to extend an offer of full-time employment to you to join our team as the Chief Financial Officer subject to the terms and conditions of this letter agreement (the “Offer Letter”).

Responsibilities and Location

As Chief Financial Officer, you will report directly to CEO, T.J. Rodgers and have the customary responsibilities associated with the position. You agree to continue to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company's interests.

Base Salary

As a full-time employee, your base salary will be $400,000 annually, paid bi-weekly in accordance with the Company's standard payroll policies, provided you have rendered services during the pay period and subject to any deductions permitted under law. Your base salary will be subject to review annually by the Company’s Board of Directors (the “Board”), or a committee thereof, as part of the Company's normal salary review process. Your role as Chief Financial Officer is full-time exempt, which means you will be expected to work the Company’s normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be eligible for overtime compensation. As a full-time employee, you are eligible to participate in the benefits the Company provides to similarly situated full-time employees, as stated in this Offer Letter and the Company’s other policies.

…

CREDIT AGREEMENT

among

STARLING ONCOLOGY MANAGEMENT, LIMITED LIABILITY COMPANY
f/k/a TOI MANAGEMENT, LLC

and

such other Persons joined hereto as a Borrower from time to time,

as Borrowers,

with

GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL,

as Lender

Dated as of August 20, 2026

** **

TABLE OF CONTENTS

Page

Article 1 DEFINITIONS, ACCOUNTING TERMS AND PRINCIPLES OF CONSTRUCTION	1
1.01   Terms Defined	1
1.02   Accounting Terms	1
1.03   UCC	2
1.04   Construction	2
1.05   Time References	2
1.06   Schedules and Exhibits	2
Article 2 THE LOANS	2
2.01   Credit Facility – Description	2
2.02   Funding Procedures	3
2.03   Interest and Fees	4
2.04   Additional Interest Provisions	6

…