Exhibit 10.2

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 shall be permitted to perform your duties remotely at your discretion, with travel to Company sites as reasonably required. 2. Services. You shall render services as Co - Chief Executive Officer (“Co - CEO”) of the Company. As Co - CEO, you shall, together with the other Chief Executive Officer and under the oversight of the Board of Directors, help lead the Company’s overall business strategy, operational execution, growth initiatives, strategic partnerships, fundraising support, investor and board communications, strategic transactions, and organizational development. You shall also support leadership alignment, evaluate and help integrate strategic opportunities, and perform such other executive, commercial, operational, and strategic duties consistent with your position as may be reasonably assigned by the Board of Directors from time to time. 3. Compensation . As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) . You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your duties .

 

 

4. Work Authorization, Employment Eligibility, and Onboarding Documentation. As a condition precedent to the effectiveness of this Agreement and to the commencement of your employment, you shall provide the Company, on or prior to the Effective Date, with originals or legible copies of the documentation described below, each of which must be satisfactory to the Company in its reasonable discretion: a. Proof of identity and lawful authorization to work in the United States. You shall provide documentation sufficient to establish both your identity and your authorization to work lawfully in the United States for the full term of this Agreement. Acceptable documentation includes, without limitation, any one (or combination, as applicable) of the following: (i) a valid U.S. Employment Authorization Document (EAD / work permit) issued by U.S. Citizenship and Immigration Services; (ii) a valid U.S. Permanent Resident Card (Form I - 551 / “green card”); (iii) a valid U.S. passport or U.S. passport card; (iv) a foreign passport accompanied by a valid work - authorizing U.S. visa and, where applicable, a Form I - 94 admission record; (v) a Certificate of U.S. Citizenship or Certificate of Naturalization; and/or (vi) any other documentation listed on the “Lists of Acceptable Documents” for USCIS Form I - 9. You shall additionally complete and sign USCIS Form I - 9 in connection with your onboarding. b. Social Security Number and related records. You shall provide to the Company your valid U.S. Social Security Number (“SSN”), together with supporting documentation satisfactory to the Company evidencing the SSN, which may include, without limitation, your original U.S. Social Security card or an official Social Security Administration document reflecting the SSN. You shall also complete and sign IRS Form W - 4 (Employee’s Withholding Certificate) and any corresponding state withholding form required for payroll, tax withholding, and reporting purposes. c. Additional onboarding materials. You shall provide such other documentation as the Company may reasonably request in connection with your onboarding, including, without limitation, direct - deposit authorization information and emergency contact information. d. Representations; ongoing obligation. You represent and warrant that you are, and throughout the term of this Agreement will remain, lawfully authorized to work in the United States, and that all documentation and information provided to the Company pursuant to this Section 4 is true, complete, accurate, and unaltered. You shall promptly notify the Company in writing of any change in your work authorization status or of any circumstance that would render any document previously provided inaccurate, invalid, or expired. e. Conditionality; Company remedies. The Company’s obligations under this Agreement, including its obligation to pay the Compensation, are expressly conditioned upon the Company’s receipt and verification of the documentation described in this Section 4. The Company reserves the right to terminate this Agreement immediately, in whole or in part, and without further liability, if: (i) you fail to timely provide such documentation; (ii) any such documentation is determined by the Company to be incomplete, inaccurate, invalid, expired, or otherwise

 

 

unsatisfactory; or (iii) your authorization to work in the United States is not, or at any time ceases to be, valid. 5. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company. 6. Confidential Information; Non - Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, and in connection with your business relationship with the Company, you hereby represent and agree as follows: a. Definition. For purposes of this Agreement, the term “Confidential Information” means: i. Any information which the Company possesses that has been created, discovered, or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or ii. Any information which is related to the business of the Company and is generally not known by non - Company personnel. iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know - how, software, formats, marketing plans, general analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. b. Exclusions. Notwithstanding the foregoing, the term “Confidential Information” shall not include: i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented. c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines, or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 9 herein. d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or

 

 

anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. e. Ownership. You agree that Company shall own all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know - how, ideas, and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments or conveyances as may be necessary in respect hereof, and to perfect, obtain, maintain, enforce, and defend any rights assigned or otherwise conveyed. 7. Non - Competition. You agree and undertake that, during your employment with the Company as its Co - Chief Executive Officer and for a period of 12 months following the termination of your employment or this Agreement for any reason, you shall not, directly or indirectly, whether as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor, or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture engaged in activities involving services or products that compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or any of its subsidiaries or affiliates in the United States; provided, however, that you may own securities of any public company engaged in such business in an amount not exceeding, at any one time, one percent of any class of stock or securities of such company, so long as you have no active role in such publicly owned company as a director, employee, consultant, or otherwise. 8. Non - Solicitation. So long as you are an employee of the Company and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure. 9. Termination and Resignation. Your employment as the Co - Chief Executive Officer of the Company shall terminate upon your death, disability, resignation, or termination by the Company. The Company may terminate your employment at any time, with or without cause. You may resign from your employment with the Company at any time by delivering written notice to the Company. Upon the effective date of any termination of your employment, the Company shall pay you any accrued but unpaid compensation earned through such date and shall reimburse you for any approved business expenses properly incurred through such date, in each case subject to applicable law and the terms of this Agreement. Any unvested equity or other unvested securities of the Company shall be forfeited and cancelled as of the effective date of such termination, unless otherwise provided in any applicable equity award agreement or other written agreement between you and the Company.

 

 

10. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the internal laws of the State of Texas without regard to conflict of laws provisions therein. 11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature. 12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements, and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your duties, other than any such Losses incurred as a result of your negligence, fraud, bad faith, or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non - appealable judgment or settlement that you are not entitled to be indemnified by the Company. The Company shall maintain Directors’ and Officers’ (D&O) liability insurance in coverage amounts customary for similarly situated companies, including companies at the IPO stage. 13. Fixed Term of Employment. This Agreement sets forth the terms and conditions of your employment with the Company for the one (1) year term described in Section 1. Nothing in this Section 13 limits the rights of either you or the Company to terminate the employment relationship earlier in accordance with Section 9, subject to applicable law. 14. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

 

 

[Signature Page Follows] This Agreement has been executed and delivered by the undersigned and is made effective as of the date first set forth above. Sincerely, Bitari Inc By: Name: Chang Yao Title: CEO AGREED AND ACCEPTED: By: Name: Lawrence Cofield Date: April 24, 2026

 

 

Schedule B Compensation During your employment as Co - Chief Executive Officer, you shall receive cash compensation in the amount of US$4,000 per month, commencing on the Effective Date of this Agreement. Such compensation shall be paid in equal semi - monthly installments of US$2,000, in accordance with the Company’s regular payroll practices and subject to applicable withholding and deductions. This is to compensate for a time commitment of approximately 8 hours per week.