Exhibit 10.19

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 ~ 1 , 300 MW, targeted by 2030 ) (collectively, the "Project") . Aleria and its partners would bring funding, GPU/IT infrastructure, proprietary software IP (Aleria Cloud, Aleria OS, Data Fusion Platform), and offtake - customer contracts — receiving in exchange correspondent shares in Bitari . In order to outline the exact perimeter of the venture, investments, profit - sharing, and governance, the Parties enter into this Agreement . 2. The Arrangement In exchange for the Deposit, Bitari grants Aleria a limited exclusive right to negotiate — six ( 6 ) months, extendable by a further thirty ( 30 ) days by mutual written agreement (the “Exclusivity Period”) — a potential transaction for up to one thousand three hundred megawatts ( 1 , 300 MW) of data - center capacity at Bitari’s Wheeler, Texas site (the “Project Site”), together with the land, power, and infrastructure reasonably and as technically needed for it (the “Reserved Capacity”) . The Exclusivity Period begins when Bitari receives the Deposit . 3. Scope and Limits This Agreement covers the Reserved Capacity as defined in Section 2 . Aleria shall have a Right of First Offer of any newly developed data - center capacity beyond Phase 1 at the Project Site . Bitari shall first provide written notice to Aleria describing the proposed commercial terms for any such expansion ; Aleria shall have fifteen ( 15 ) business days to elect whether to proceed . If Aleria declines or fails to respond, Bitari shall be free to offer such capacity to third parties . This Agreement creates no lien, option, equity, or other property or securities interest for Aleria ; any such right would arise only under separate definitive agreements signed by Bitari . 4914 - 1622 - 9553, v. 4

4914 - 1622 - 9553, v. 4 PRIVILEGED & CONFIDENTIAL 4. IPO Option and Acquisition Path Bitari is currently preparing an initial public offering at a target valuation of approximately Three Hundred Million U . S . Dollars (USD $ 300 , 000 , 000 ) . Aleria may elect, in its sole discretion, one of two paths for the proposed transaction : (a) IPO Path : Bitari shall not halt, suspend, abandon, or materially reduce the scope or pace of its IPO preparations, or withdraw or fail to pursue its IPO filing, at such target valuation, provided that Bitari may temporarily pause its IPO process for up to sixty ( 60 ) consecutive days upon written notice to Aleria if, in Bitari's good - faith determination, adverse capital market conditions make the offering commercially unreasonable . Under this path, Aleria may purchase shares in Bitari on terms to be agreed upon by the Parties in definitive documentation, structured in coordination with the IPO process and applicable securities laws . (b) Direct Acquisition Path : If Aleria elects to proceed without the IPO, or if the IPO has not been completed by the end of the Exclusivity Period, Aleria may acquire Bitari or its relevant assets and operations directly, on terms to be negotiated in definitive documentation . Bitari shall cooperate in good faith with any such acquisition and shall provide Aleria reasonable access to information required to evaluate and structure the transaction . Any acquisition of Bitari or its assets shall be subject to : (i) mutual written agreement of the Parties, (ii) mutually agreed valuation, and (iii) execution of definitive acquisition documents . Aleria shall notify Bitari in writing of its election between paths (a) and (b) no later than thirty ( 30 ) days before the end of the Exclusivity Period, or earlier if the Parties' negotiations so require . If Aleria does not make an election, path (b) shall apply by default . 5. Deposit and Effectiveness Within twenty ( 20 ) days after the last signature below, Aleria will pay Bitari USD $ 15 , 000 , 000 (the “Deposit”) by wire transfer, to reserve the Reserved Capacity during the Exclusivity Period . This Agreement shall become effective only upon Bitari’s receipt of the Deposit within twenty ( 20 ) days ; if the Deposit is not received within that time, this Agreement shall not take effect . 6. Refund or Conversion of the Deposit If the Parties sign definitive agreements, the Deposit shall be applied as those agreements provide . If they do not, then — unless the Parties agree in writing to convert or credit the Deposit toward a future transaction (such as an equity investment, lease, or development cost, on terms set out in a separate agreement) — Bitari will refund the Deposit to Aleria, without interest, within thirty (30) days after the Exclusivity Period ends or this Agreement terminates, in the following amount, determined by the day (counting from the start of the Exclusivity Period) on which that occurs: (a) on or before day 30 — one hundred percent (100%); (b) on day 31 through day 60 — ninety percent (90%); (c) on day 61 through day 90 — eighty percent (80%); (d) on day 91 through day 120 — seventy percent (70%); and (e) after day 120 — sixty percent (60%).

4914 - 1622 - 9553, v. 4 PRIVILEGED & CONFIDENTIAL If no transaction proceeds because Bitari has breached the exclusivity, the Deposit is fully ( 100 % ) refundable regardless of timing . 7. Good - Faith Negotiation (Non - Binding) During the Exclusivity Period the Parties will negotiate in good faith . Neither Party must reach or accept any particular terms, and either may decide not to proceed for any reason . Funding amounts and structure are for later discussion and are not fixed by this Agreement . 8. Due Diligence (Non - Binding) During the Exclusivity Period, Bitari will give Aleria reasonable access to the information Aleria needs to evaluate the Reserved Capacity, and Aleria will share the information Bitari reasonably needs to assess Aleria’s funding and plans — in each case subject to confidentiality and normal business and legal protections . 9. Confidentiality Each Party will keep this Agreement and the other Party’s non - public information confidential, share them only with advisors who need to know, and make no public announcement about this Agreement or the discussions without the other Party’s consent (except as required by law or by a Party’s auditors or financing sources) . Notwithstanding the foregoing, Aleria hereby consents to Bitari's disclosure of this Agreement and its terms, and the filing of this Agreement as an exhibit, in connection with Bitari's registration statement on Form S - 1 and any amendments thereto, and any other filings with the U . S . Securities and Exchange Commission or other regulatory authorities as may be required in connection with Bitari's IPO . This obligation lasts three ( 3 ) years . 10. Exclusivity, Kept Simple During the Exclusivity Period, Bitari will not grant anyone else an exclusive right over the same Reserved Capacity, and Aleria will not use Bitari’s confidential information to circumvent Bitari . Each Party’s ordinary business, financing, and investor activities are otherwise unaffected . 11. Transfers The rights under this Agreement are personal to the Parties . Aleria will not assign, syndicate, sell, grant participations in, or otherwise transfer its rights under this Agreement without Bitari’s prior written consent, and Bitari will not assign this Agreement without Aleria’s prior written consent . 12. Funds and Compliance Aleria will provide customary source - of - funds and KYC information for the Deposit and will comply with applicable sanctions, anti - money - laundering, foreign - investment - review (including CFIUS, if applicable), and securities laws . Bitari may decline or return funds, or decline a proposed counterparty, that would create legal, sanctions, or regulatory risk . 13. Term and Termination This Agreement runs until the earliest of : the end of the Exclusivity Period ; the signing of definitive agreements ; or the Parties’ mutual written agreement . Either Party may also end it earlier if the other commits a material breach of a binding section and does not cure it within fifteen ( 15 ) business days after written notice . On any ending, the exclusivity stops, the Deposit is handled under Section 6 , each Party returns or deletes the other’s confidential information on request, and

PRIVILEGED & CONFIDENTIAL the sections meant to survive (such as confidentiality) continue . 14. Governing Law, Disputes, and Liability This Agreement is governed by the laws of the England and Wales Any dispute the Parties cannot resolve amicably will be settled by binding arbitration administered by the LCIA in London, in English ; either Party may still ask a court for an injunction to prevent misuse of confidential information or a breach of the exclusivity . Neither Party is liable for indirect or consequential damages, and neither Party’s liability under this Agreement will exceed the Deposit amount . 15. Other Each Party confirms it has the authority to sign this Agreement . This Agreement is the Parties’ entire understanding on its subject matter and creates no partnership, joint venture, or agency between them . It may be amended only in a writing signed by both Parties and may be signed in counterparts, including electronically . IN WITNESS WHEREOF, the Parties have executed this Exclusive Agreement as of the date first written above. BITARI, INC. By: Name: Title: Date: 7/30/2026 ALERIA TECHNOLOGY LLC By: Name: Eric Leandri Title: CEO Date: 30.07.2026 VP 4914 - 1622 - 9553, v. 4