Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2026, Exascale Labs Holdings Inc. (Nasdaq: XLAB, XLABW), a Delaware corporation (the "Company"), countersigned proforma invoice No. 2026103003 (the "Proforma Invoice") issued and signed by Compal Electronics, Inc., a company organized under the laws of Taiwan ("Compal"), for the purchase by the Company of sixteen (16) Intel BHS 10U GPU servers with NVIDIA HGX B300 GPUs (the "Servers") at a unit price of US$565,000, for an aggregate purchase price of US$9,040,000, DAP (Incoterms 2020), exclusive of taxes. The Proforma Invoice constitutes a firm order for the Servers and was issued under a framework purchase order, Purchase Order No. XLAB-PO-2026-0001 (the "Purchase Order") and a related purchase and sale agreement (the "PSA" and, together with the Purchase Order, the "Framework Agreement"), each entered into by the Company and Compal on September 30, 2026.

The Framework Agreement sets forth the terms on which the Company may, but is not obligated to, purchase additional servers from Compal at the same fixed unit price for orders issued through March 31, 2027. The Framework Agreement does not obligate the Company to purchase any minimum quantity; the Company's purchase and payment obligations arise only with respect to servers ordered by the Company and confirmed by Compal in writing, such as the Servers.

On September 30, 2026, the Company and Compal also entered into a second purchase order, Purchase Order No. XLAB-PO-2026-0002 (the "Second Purchase Order"), and a related purchase and sale agreement (the "Second PSA" and, together with the Second Purchase Order, the "Second Framework Agreement"), on the same terms as the Framework Agreement, including the same fixed unit price, the same period for orders through March 31, 2027 and no minimum purchase commitment. Each of the Purchase Order and the Second Purchase Order covers up to sixty-four (64) servers, so that together they permit the Company to purchase up to 128 servers, including the Servers (up to US$72,320,000 in the aggregate at the fixed unit price). The Company has not placed any order under the Second Framework Agreement.

Pursuant to the Framework Agreement, the Company is required to pay 20% of the purchase price (US$1,808,000) as a down payment within five business days after Compal's written confirmation of the order, and the remaining 80% (US$7,232,000) within five business days after Compal's written notice that the Servers are ready for shipment and in any event prior to shipment. Compal is required to have the Servers ready for shipment in the agreed configuration within four to six weeks after receipt of the down payment and to ship within five business days after receipt of payment in full, unless the parties agree in writing to postpone shipment. The Servers will be delivered DAP (Incoterms 2020) to a data center in the United States designated by the Company, and the Company will act as importer of record. Title to the Servers passes to the Company upon payment in full, and risk of loss passes upon delivery. Compal provides a three-year warranty from delivery. The Company may cancel undelivered Servers and receive a refund of amounts paid if Compal fails to give notice of readiness to ship within 30 days after the scheduled readiness period, and Compal is required to refund amounts paid for any Servers that cannot be delivered because Compal or NVIDIA withdraws the applicable allocation or compliance approval or because of a change in export control laws or licensing requirements. Once confirmed, the order is non-cancellable and non-returnable except as provided in the Framework Agreement. Each of the PSA and the Second PSA also contains provisions for acceleration of amounts due, a security interest in favor of Compal, an assignment to Compal of proceeds from the Company's off-take agreements relating to the equipment, and financial reporting and financial covenants (including a maximum debt-to-equity ratio and a minimum cash reserve); by their terms, these provisions do not apply to equipment that is paid for in full before shipment, as required under the Purchase Order. On September 30, 2026, the Company and Compal also entered into a storage agreement supplementing the PSA and the Second PSA, under which, if the parties agree in writing to postpone delivery of equipment that is ready for shipment, Compal will store the equipment at its warehouse free of charge, with risk of loss remaining with Compal until delivery. Compal is not an affiliate of the Company, and there is no material relationship between the Company or its affiliates and Compal, other than in respect of the Framework Agreement, the Second Framework Agreement, the storage agreement and the Proforma Invoice.

The foregoing descriptions of the Proforma Invoice, the PSA, the Purchase Order, the storage agreement, the Second PSA and the Second Purchase Order do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto, respectively, and incorporated herein by reference.