Form 8-K

8-K — Axe Compute Inc.

Accession: 0001171843-26-002517

Filed: 2026-04-16

Period: 2026-04-10

CIK: 0001446159

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — f8k_041626.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (exh_101.htm)

EX-10.2 — EXHIBIT 10.2 (exh_102.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_041626.htm · Sequence: 1

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0001446159

2026-04-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

_______________________________

Axe Compute Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

001-36790

33-1007393

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

91 43rd Street, Suite 110

Pittsburgh, Pennsylvania 15201

(Address of Principal Executive Offices) (Zip Code)

(412) 432-1500

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy

the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

AGPU

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use

the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)

of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On April 10, 2026, Josh Blacher advised Axe Compute Inc. (the "Company") of his intention

to resign from his position as Chief Financial Officer of the Company, effective May 18, 2026. Mr. Blacher’s resignation was not

due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Appointment of Chief Financial Officer

On April 16, 2026, the Board of Directors of the Company appointed Jeremy Yaukey-Witter to serve

as co-Chief Financial Officer of the Company alongside Mr. Blacher from April 16, 2026 through May 18, 2026. The Board of Directors also

appointed Mr. Yaukey-Witter to serve as the sole Chief Financial Officer of the Company after May 18, 2026.

Mr. Yaukey-Witter joined the Company in April 2023 and most recently served as Controller. Prior

to joining the Company, Mr. Yaukey-Witter held various positions of increasing responsibility at KPMG LLP, where he provided audit and

attestation services to publicly traded and private companies across various industries including technology and energy. Mr. Yaukey-Witter

holds a Bachelor of Science in Accounting and a Bachelor of Arts in Economics from Susquehanna University and is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Yaukey-Witter and any other persons

pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Yaukey-Witter and any director

or executive officer of the Company, and Mr. Yaukey-Witter has no direct or indirect material interest in any transaction required to

be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Yaukey-Witter's appointment as Chief Financial Officer of the Company,

the Company and Mr. Yaukey-Witter entered into an employment agreement, dated April 16, 2026 (the "Employment Agreement"), which

provides for, among other things, payment to Mr. Yaukey-Witter of an annual base salary equal to $280,000, and at the discretion of the

Board's Compensation Committee (the "Committee"), the right to receive grants of stock options or other equity awards. Mr. Yaukey-Witter

will also be eligible to participate in the Company's (i) bonus program with an annual cash bonus target ranging from 0% to 40% of base

salary or, at the discretion of the Committee, a higher percentage based on his and the Company's performance, (ii) long-term incentive

plan adopted and maintained by the Compensation Committee, under which Mr. Yaukey-Witter was granted 225,000 options with a three-year

vesting schedule, and (iii) standard employee benefit plans generally available to executive officers of the Company, including health

and dental insurance, short-term and long-term disability insurance, life insurance, and the 401(k) plan.

As a material inducement to Mr. Yaukey-Witter's acceptance of employment with the Company,

on April 16, 2026 (the "Grant Date") the Company granted Mr. Yaukey-Witter stock options (the "Options") to purchase

225,000 shares of the Company's common stock, par value $0.01 per share, at an exercise price of $3.51 per share, pursuant to a Stock

Option Inducement Award Agreement (the "Option Agreement") between Mr. Yaukey-Witter and the Company in accordance with Nasdaq

Listing Rule 5635(c)(4). The Options shall vest and become exercisable as follows: (i) one-third of the shares subject to the Option

on the Grant Date (rounded down to the nearest whole share) shall vest on the one-year anniversary of the Grant Date and (ii) 1/36th

of the shares subject to the Option on the Grant Date (in each case rounded down to the nearest whole share except for the final tranche)

shall vest following the one-year anniversary of the Grant Date on a monthly basis on each monthly anniversary of the Grant Date, if,

and only if, the Holder is, and has been, continuously in Service from the Grant Date through and including the applicable vesting date.

Except to the extent earlier terminated or exercised pursuant to the Agreement, the Option shall terminate at 5:00 p.m., U.S. Eastern

time, on the day immediately prior to the ten-year anniversary of the Grant Date.

The foregoing descriptions of the Employment Agreement and the Option Agreement are qualified

in their entirety by the terms of the Employment Agreement and the form of Option Agreement, respectively, copies of which are attached

to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995, including statements regarding expected income trajectory, business model performance, and market opportunity.

These statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed

or implied, including competition, GPU supply availability, customer concentration, deployment timelines, performance obligations, macroeconomic

conditions, and other risks described in the Company's filings with the U.S. Securities and Exchange Commission. Contract figures represent

total signed contract value; executed agreements may be subject to conditions, deployment timelines, and performance obligations, and

income recognition may differ from total contract value. Axe Compute undertakes no obligation to update forward-looking statements to

reflect events or circumstances occurring after the date of this release.

Contract figures represent total signed contract value. Executed agreements may be subject to

conditions, deployment timelines, and performance obligations. Revenue recognition may differ from total contract value and estimated

income.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1*

Employment Agreement, dated as of April 16, 2026, by and between Axe Compute Inc. and Jeremy Yaukey-Witter

10.2

Stock Option Inducement Award Agreement, dated as of April 16, 2026, by and between Axe Compute Inc. and Jeremey Yaukey-Witter

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934,

as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Registrant agrees to

furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Axe Compute Inc.

Date: April 16, 2026

By:

/s/ Christoper Miglino

Christopher Miglino

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: exh_101.htm · Sequence: 2

Exhibit 10.1

***Certain identified information has been excluded from this exhibit

because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) made and entered into

effective as of the 16th day of April, 2026 (the “Effective Date”) by and between Jeremy Yaukey-Witter, an individual, residing

at [***] (“Employee”) and Axe Compute Inc., 91 43rd St., Suite 110, Pittsburgh, PA 15201,

a Delaware corporation (“Company”), collectively referred to as “the Parties”.

WHEREAS, the Company desires to employ Employee to render services for the

Company as its Chief Financial Officer on the terms and conditions hereinafter set forth, and Employee desires to be employed by the Company

on such terms and conditions;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants

and agreements contained herein, the Parties hereby agree as follows:

1. Employee’s Acknowledgment and Certifications. Employee hereby represents and certifies that Employee is not subject to

any other agreement or restrictive covenant that Employee violates by working with the Company. Further, Employee represents that no conflict

of interest or breach of Employee’s fiduciary duties will result by working with and performing duties for the Company. Employee

further agrees and certifies that Employee will not use or disclose to the Company any confidential, proprietary or trade secret information

belonging to another individual or entity which may not properly be used or disclosed by Employee to the Company.

2. Employment and Term. The Company hereby employs Employee and Employee hereby accepts employment with the Company upon the terms

and conditions of this Agreement. Employee’s employment with the Company is at-will and will commence on April 16, 2026. This Agreement

does not modify the at-will nature of Employee’s employment nor is it intended to guarantee Employee a specific term of employment

with the Company. Either Employee or the Company may terminate the employment relationship at any time, for any lawful reason. Employee

agrees to abide by all Company rules, policies, and procedures.

3. Duties. Employee shall have the title of Chief Financial Officer. Employee will devote Employee’s full working time,

attention, loyalty, skills and efforts to diligently perform all the duties, responsibilities, and requirements assigned to Employee while

employed by the Company. Employee will work remotely from his home office in Pittsburgh, Pennsylvania and will travel on business matters

to the Company’s offices and elsewhere at Company expense, as needed, subject to the Company’s Expense Reporting Procedure

and policies, as in effect from time to time. Employee’s title, position and duties are at all times subject to change at the Company’s

sole discretion. Employee will be limited to holding paid board seats for a maximum of two companies in addition to the Company as long

as there is no conflict or interference with Employee’s obligations to the Company and employee shall provide prompt notice to the

Board of Directors of such board seats or serving as any other role in other companies.

4. Compensation.

a. Base Salary. Employee will receive an initial annualized base salary of $280,000 (gross, less applicable legally required withholdings

and such other deductions as Employee voluntarily authorizes in writing). Employee’s base salary and other compensation will be

subject to review and adjustment by the Company at any time, as the Company deems appropriate; provided, that Employee’s base salary

will not be reduced without Employee’s consent unless a salary reduction is imposed upon all senior management of the Company as

part of a general reduction.

b. Bonus and Incentive Compensation. For each calendar year during the term of this Agreement, beginning at the Effective Date,

Employee shall be eligible to receive an annual incentive bonus determined annually at the discretion of the Compensation Committee of

the Board. The Compensation Committee will award a bonus based on performance of Employee vs. annual MBO/Objectives on a percentage of

base salary. The Compensation Committee will be the evaluator of Employee performance and will make the final decision on the bonus amount.

Bonus payout will range from 0% to 40% of base salary, or at the Board’s discretion, a higher percentage based on performance. Any

bonus payments made under this Section 4(b) shall be paid within 2 1/2 months of the end of the bonus period, provided that Employee was

employed by the Company on the last day of the bonus period. Employee shall be eligible to receive a bonus for the portion of 2026 during

which he is employed by the Company.

c. Long-Term Incentive Grants. Employee will also be eligible to participate in a long-term incentive plan to be adopted and maintained

by the Compensation Committee, with the current long-term incentive plan attached to this Agreement as Exhibit A. Employee will also be

considered for equity awards in connection with grants to key employees and in other appropriate circumstances.

d. Directors & Officers Insurance. While employed by the Company, Employee shall be considered an officer of the Company and

shall be covered by D&O Insurance, or any other similar type of insurance, that provides coverage for Employee’s acts or omissions

undertaken during the course and scope of Employee’s employment, and maintain coverage for Employee for at least three (3) years

following Employee’s employment. The Company shall indemnify Employee to the fullest extent permitted by law and the Company’s

organizational documents, consistent with other senior executive officers.

5. Additional Benefits.

a. Automobile. The Company shall reimburse Employee for deductible automobile mileage according to its Expense Reporting Procedures.

b. Business Expenses. The Company will reimburse Employee for all reasonable, deductible and substantiated business expenses per

its Expense Reporting Procedures. This includes, but is not limited to, such expenses as computer and necessary software, cell phones

and business meetings.

c. Paid Time Off. Employee shall be entitled to thirty three (33) days of paid time off per each calendar year earned ratably

over each calendar year, to be taken at such times as Employee and the Company shall determine and provided that no paid time off time

shall unreasonably interfere with the duties required to be rendered by Employee hereunder. Employee may carry over up to a maximum of

80 hours of paid time off to the next calendar year. Accrued but unused paid time off will be paid out to Employee at the time of termination

of employment.

d. Benefits. Employee will be eligible to participate in other benefits programs generally available to executive officers of

the Company specifically including health and dental insurance, short-term and long-term disability insurance, life insurance and the

401(k) plan.

6. Non-Solicitation. Employee agrees that while employed by the Company and for a period of twelve (12) months after the date

Employee’s employment with the Company terminates, regardless of the reason for termination, Employee will not, without the prior

written consent of the Company, directly or indirectly, as an employee, owner, consultant or in any other capacity whatsoever, for Employee’s

own behalf or on behalf of any other person or entity, anywhere in the United States of America: (i) solicit, contact, sell to, provide

services to, or attempt to divert, take away or induce clients or prospective clients of the Company with whom Employee worked, solicited,

marketed, or obtained confidential information about during Employee’s employment with the Company, regarding services or products

that are competitive with any of the Company’s services or products; or (ii) solicit, divert, take away or induce any employee or

independent contractor of the Company to leave the employ or service of the Company.

7. Prohibition on Competition. Employee agrees that while employed by the company, Employee shall not engage in or render services,

directly or indirectly, to any person or organization engaged in or about to become engaged in the development, production, marketing

or selling of any product, process or service in existence or under development which is similar to or competes with a product, process

or service of the Company.

8. Company Clients. Employee agrees that while employed by the company, Employee shall not work or perform services as an employee,

agent, independent contractor or otherwise, for any client, customer, supplier or business partner of the Company with whom Employee worked,

solicited, marketed or obtained confidential information about during Employee’s employment with the Company.

The Company is providing Employee with adequate and valuable consideration to compensate

Employee for the reasonable restrictions on Employee’s employment and post-employment activities contained within this Agreement.

Employee hereby acknowledges that Employee’s employment with the Company, and the benefits associated with that, the Employee’s

stock option grant and access to certain of the Company’s proprietary information and goodwill, constitute adequate and sufficient

consideration for the restrictive covenants in this Agreement. Employee agrees that the restrictions set forth in this Agreement are reasonable

considering Employee’s position.

If any of the above restrictions are deemed by a court of competent jurisdiction to

be unreasonable in duration or in geographical scope, it will be considered modified and valid for such duration and geographical scope

as the court determines to be reasonable under the circumstances. The duration of the restrictions in Section 6 will be extended beyond

the twelve (12) month period for a period equal to the duration of any breach or default of such covenant by Employee. Upon terminating

employment with the Company (for whatever reason), Employee has an affirmative obligation to inform any prospective employer and/or actual

employer, of Employee’s post-employment obligations contained within this Agreement including Employee’s non-solicitation

obligations.

9. Intellectual Property. Employee agrees that all rights, title and interest of every kind and nature whatsoever, whether now

known or unknown, in and to any “Intellectual Property,” defined to include, but not be limited to, any patent rights, trademarks,

copyrights, ideas, creations and properties invented, created, written, developed, furnished, produced or disclosed by Employee in the

course of rendering his/her services to the Company (both before the execution of this Agreement and thereafter) shall, as between the

Parties, be and remain the sole and exclusive property of the Company for any and all purposes and uses whatsoever, and Employee shall

have no right, title or interest of any kind or nature therein or thereto, or in and to any results and proceeds there from. Employee

agrees to assign, and hereby expressly and irrevocably assigns, to the Company all worldwide rights, title and interest, in perpetuity,

in respect of any and all rights Employee may have or acquire in the Intellectual Property. The assignment of the rights as above shall

not lapse if the Company has not exercised its rights under the assignment for any period of time or in any jurisdiction or territory.

The preceding sentence does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company

was used and which was developed entirely on the Employee’s own time, and (1) which does not relate (a) directly to the business

of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result

from any work performed by Employee for the Company. To the extent any rights, title and interest in and to Intellectual Property rights

can be neither assigned nor so licensed by Employee to the Company, Employee hereby irrevocably waives and agrees never to assert such

non-assignable and non-licensable rights, title and interest against the Company, any of the Company’s successors in interest, and

the customers and licensees of either. Further, Employee agrees to waive, and hereby waives, any “moral rights” Employee may

have or may obtain in the Intellectual Property. Employee further agrees to assist the Company in every proper way to apply for, obtain,

perfect and enforce rights in the Intellectual Property in any and all countries, and to that end Employee will execute all documents

for use in applying for, obtaining and perfecting such rights and enforcing same, as the Company may desire, together with any assignments

thereof to the Company or persons designated by it. Employee appoints the Company as its attorney in fact to execute any documents necessary

to achieve such results. To the maximum extent possible, the Company shall be shown in all documentation as the owner of all rights in

the Intellectual Property.

10. Nondisclosure of Confidential Information. Employee shall keep confidential and not disclose to anyone or use, either during

or after Employee’s employment with the Company, any Confidential Information of the Company, except as required by Employee’s

employment with the Company or as expressly authorized in writing by the Company. For the purposes of this Agreement, “Confidential

Information” is any and all sensitive, confidential, proprietary and trade secret information concerning or relating to the Company

and its direct and indirect parents, subsidiaries and/or affiliated organizations, including any information or compilation of information

which derives independent economic value from not being generally known to and not being readily ascertainable by proper means by other

persons who can obtain economic value from its disclosure or use. Examples of Confidential Information not to be disclosed or used except

as expressly permitted by the Company include, but are not limited to, the following:

a. All patterns, compilations, programs, know how; designs, processes or formulae; software; market or sales information or plans, devices,

methods, concepts, techniques, processes, source codes, data capture innovations, algorithms, user interface designs and database designs

relating to the Company’s products, services, systems or business;

b. Information acquired or compiled by the Company concerning actual or potential clients/customers, suppliers and business partners,

including their identities, financial information concerning their actual or prospective business operations, identity and quantity of

services and/or products provided by the Company, and any unpublished written materials furnished by or about them to the Company; and

c. Information concerning the Company’s ownership, management, financial condition, financial operations, business activities or

practices, sales activities, marketing activities or plans, research and development, pricing practices, legal matters, and strategic

business plans.

Employee acknowledges that the Company shall at all times be and remain the owner

of all Confidential Information disclosed to/acquired by Employee during Employee’s employment with the Company, and Employee acknowledges

that Employee may use the Confidential Information only for the limited purposes for which it was disclosed under this Agreement. Employee

shall use his/her best efforts to preserve the confidentiality of such Confidential Information which he/she knows or reasonably should

know the Company deems to be Confidential Information. Employee agrees that he/she will not knowingly use, disclose or permit the use

or disclosure of the Company’s Confidential Information in any manner which may injure the Company’s business, impair its

investments and goodwill, and/or adversely impact the Company’s relationships with its actual or potential customers and suppliers.

The obligations of this Section shall continue in full force and effect after the termination of this Agreement and the termination of

Employee’s employment with the Company. As used in this Section 8, the “Company” shall include the Company and each

of its direct and indirect parent, subsidiary and affiliated organizations on a collective basis.

11. Use, Removal, and Return of the Company’s Property. Employee shall not use, duplicate, disseminate or remove from the

Company’s premises any information contained in any records, documents, data, or other tangible items of the Company in original,

duplicate or copied form, except as needed in the ordinary course of performing his/her employment duties for and subject to the approval

by the Company. Employee shall immediately deliver to the Company, upon termination of Employee’s employment with the Company, or

at any other time upon the Company’s request, any records, documents, data, and other tangible items in Employee’s possession

or control belonging to or relating to the products, services, systems or business of the Company. Employee will not retain any copies

or reproductions of records, documents, data or other tangible items of the Company or any of its direct or indirect parent, subsidiary

or affiliated organizations.

12. Termination by Company for Cause. The Company may terminate Employee’s employment for “Cause” at any time,

without notice. For purposes of this Agreement, the term “Cause” shall mean any of the following:

a. Employee engages in willful misconduct or fails to follow the reasonable and lawful instructions of the Board of Directors, if such

conduct is not cured within thirty (30) calendar days after the Company sends notice to the Employee of the alleged Cause;

b. Employee embezzles or misappropriates assets of the Company or any of its subsidiaries;

c. Employee’s violation of Employee’s obligations in this Agreement, if such conduct is not cured within thirty (30) calendar

days after the Company sends written notice to the Employee of the alleged Cause;

d. Breach of any agreement between Employee and the Company or to which the Company and Employee are parties, or a breach by Employee

of a fiduciary duty or responsibility to the Company;

e. The commission by Employee of fraud or other willful conduct that adversely affects the business or reputation of the Company, as

determined in the Company’s sole discretion; or,

f. The Company has a reasonable belief Employee engaged in some form of harassment or other improper conduct prohibited by the Company

policy or the law.

In the event of a termination for Cause, Employee shall only be entitled to receive

payment of base salary, in effect at the time of termination, through Employee’s last date of employment and accrued, unused paid

time off. Employee will not be entitled to any other payments, salary or bonus. Employee shall have absolutely no right to receive or

retain any other payment or compensation whatsoever under this Agreement. The Employee’s rights and obligations regarding stock

options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by the 2024

Plan or other applicable equity plan.

13. Termination by the Company without Cause. The Company may terminate Employee’s employment without Cause at any time,

for any reason, without notice. In the event Employee’s employment is terminated by the Company without Cause, Employee shall be

entitled to receive payment of base salary, in effect at the time of termination, through Employee’s last date of employment and

accrued, unused paid time off. In addition, Employee shall be entitled to receive from the Company (a) severance pay in an amount equal

to six (6) months of Employee’s base salary then in effect at the time of termination, less applicable taxes and withholdings; and

(b) bonus payment on a pro-rata basis through the date of Employee’s termination. The severance pay and bonus payment provided in

the preceding sentence is conditioned upon Employee’s execution of a full and final waiver of all claims against the Company, and

not rescinding or revoking (to the extent permitted under such release) Employee’s release, in a form acceptable to the Company.

The severance pay and bonus payment will be paid to Employee in equal semimonthly installments over a period of 6 (six) months (or 12

pay periods), with the first payment on the first payday following Employee’s execution of the release and the expiration of any

rescission and revocation periods provided in the release and subsequent payments on subsequent paydays; provided, however, if the period

during which the release may be reviewed and executed begins in one calendar year and ends in a second calendar year, the severance payments,

to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue

Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such period.

14. Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall include (i) a material

diminution in Employee’s position, duties, base salary, and responsibilities; (ii) the Company’s notice to Employee that his

or her position will be relocated to an office which is greater than 100 miles from Employee’s prior office location; or (iii) a

material breach of this Agreement by the Company. In all cases of Good Reason, Employee must have given notice to the Company that an

alleged Good Reason event has occurred and the circumstance must remain uncorrected by the Company after the expiration of thirty (30)

days after receipt by the Company of such notice. If Employee terminates his or her employment for Good Reason, Employee shall be entitled

to receive from the Company payment of base salary, in effect at the time of termination, through Employee’s last date of employment

and accrued, unused paid time off. In addition, Employee shall be entitled to (a) severance pay in an amount equal to six (6) months of

Employee’s base salary then in effect at the time of termination, less applicable taxes and withholdings; and (b) bonus payment

on a pro-rata basis through the date of Employee’s termination. The severance pay and bonus payment provided in the preceding sentence

is conditioned upon Employee’s execution of a full and final waiver of all claims against the Company, and not rescinding or revoking

(to the extent permitted under such release) Employee’s release, in a form acceptable to the Company. The severance pay and bonus

payment will be paid to the Employee in equal semimonthly installments over a period of 6 (six) months (or 12 pay periods) with the first

payment on the first payday following Employee’s execution of the release and the expiration of any rescission and revocation periods

provided in the release and subsequent payments on subsequent paydays; provided, however, if the period during which the release may be

reviewed and executed begins in one calendar year and ends in a second calendar year, the severance payments, to the extent they qualify

as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended

(the “Code”), shall begin to be paid in the second calendar year by the last day of such period.

15. Termination by Employee without Good Reason. If Employee terminates his or her employment with the Company without Good Reason,

Employee is only entitled to his or her base salary, then in effect at the time of termination, through Employee’s last day of employment

and accrued, unused paid time off. Employee will not be entitled to any other payments, salary, or bonus.

16. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

The venue for any action relating to this Agreement shall be the federal or state courts located in Wilmington, Delaware, to which venue

each party hereby submits.

17. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have

been given, when received, if delivered by hand or by telegram, or three (3) working days after deposited, if placed in the mail for delivery

by certified mail, return receipt requested, postage prepaid and addressed to the appropriate party at the following addresses first written

above.

Addresses may be changed by written notice given pursuant to this Section; however,

any such notice shall not be effective, if mailed, until three (3) working days after depositing in the mails or when actually received,

whichever occurs first.

18. Other Agreements. This Agreement contains the entire agreement between the Parties concerning terms of employment and supersedes

at the effective date hereof any other agreement, written or oral, except the 2024 Plan or other applicable equity plans and the applicable

award agreements under such plans.

19. Section 409A.

a. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service within the

meaning of Section 409A of the Code, the Company determines that Employee is a “specified employee” within the meaning of

Section 409A(a)(2)(B)(i)of the Code, then to the extent any payment or benefit that Employee becomes entitled to under this Agreement

or otherwise on account of Employee’s separation from service would be considered deferred compensation otherwise subject to the

twenty percent (20%) additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i)

of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months

and one day after Employee’s separation from service, or (B) Employee’s death. If any such delayed cash payment is otherwise

payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid

during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance

with their original schedule.

b. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred

by Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable,

but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense

was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind

benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate

limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange

for another benefit.

c. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”

under Section 409Aof the Code, and to the extent that such payment or benefit is payable upon Employee’s termination of employment,

then such payments or benefits shall be payable only upon Employee’s “separation from service.” The determination of

whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation

Section 1.409A-1(h).

d. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision

of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that

all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate

payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Parties agree that this Agreement may be amended, as reasonably

requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations

in order to preserve the payments and benefits provided hereunder without additional cost to either party.

e. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this

Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from,

or the conditions of, Section 409A of the Code.

20. Modification and Waiver. A waiver by either party of a breach of any provision of this Agreement shall not operate as or be

construed as a waiver of any subsequent breach thereof. Any modification of this Agreement must be in writing and signed by both parties.

21. Scope of Remedies. In the event Employee breaches the covenants contained in this Agreement, Employee recognizes that irreparable

injury will result to the Company, that the Company’s traditional remedies at law for damages will be inadequate, and that the Company

shall be entitled to injunctive relief ordered by a judicial court of competent jurisdiction to restrain the continuing breach by Employee,

Employee’s partners, agents, or employees, or any other persons or entities acting for or with Employee. The Company shall further

be entitled to seek remedies in a judicial court of competent jurisdiction for damages, reasonable attorney’s fees, and all other

costs and expenses incurred in connection with the enforcement of this Agreement, in addition to any other rights and remedies which the

Company may have at law or in equity.

22. Binding Effect, Assigns, Successors, Etc. The benefits and obligations of this Agreement shall inure to the successors and

assigns of the Company, to any person or entity which purchases substantially all of the assets of the Company, and to any subsidiary,

affiliated corporation, or operating division of the Company. This Agreement is not assignable by Employee.

23. Savings Clause. If any provision, portion or aspect of this Agreement is determined to be void, or voidable by any legislative,

judicial or administrative action as properly applied to this Agreement, then this Agreement shall be construed to so limit such provision,

portion or aspect thereof to render same enforceable to the greatest extent permitted by or in the relevant jurisdiction.

24. Headings. The headings of this Agreement are intended solely for convenience and reference, and shall give no effect in the

construction or interpretation of this Agreement.

25. Survival. The restrictions on Employee’s post-employment activities (including Employee’s confidentiality obligations

and restrictive covenants), and those sections of this Agreement that pertain to interpretation and enforcement of such restrictions,

will survive the termination of this Agreement and/or Employee’s employment and will remain in full force and effect.

26. Execution and Delivery. This Agreement may be executed in counterparts, which taken together shall constitute one agreement

binding on all the Parties. Electronically transmitted signatures shall be valid and binding to the same extent as signatures delivered

in original. In making proof of this Agreement, it will be necessary to produce only one copy signed (or reproduced from an electronically

delivered signature) by the party to be charged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as

of the day and year first written above.

AXE COMPUTE INC.

/s/ Christopher Miglino

By: Chritopher Miglino

Title: CEO

EMPLOYEE

/s/ Jeremy Yaukey-Witter

By: Jeremy Yaukey-Witter

EXHIBIT A TO EMPLOYMENT AGREEMENT

Long Term Incentive Plan: Employee is granted an equity incentive award in the form of shares,

structured to reward performance and result in officer retention. The Long-Term Incentive Plan (“LTIP”) award will vest after

three years subject to continued employment, with the amount that vests to be based on two or more measures of employment performance,

including shareholder return (increase in common stock price and accomplishment of profit budgets). Employee will be granted 225,000 options

(target) on April 16, 2026 (3-year vesting). The options will vest one-third after one year of service and the remainder monthly thereafter.

The exercise price per share of the options shall be equal to the fair market value of the Company’s common stock on the date of

grant, as determined in accordance with the Company’s equity incentive plan, applicable law, and Section 409A of the Internal Revenue

Code.

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: exh_102.htm · Sequence: 3

Exhibit 10.2

AXE COMPUTE INC.

INDUCEMENT STOCK OPTION AWARD NOTICE

Optionee: Jeremy Yaukey-Witter

You have been awarded a non-qualified option to purchase shares of Common

Stock of Axe Compute Inc., a Delaware corporation (the “Company”), as an inducement material to your acceptance of

employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”). The Inducement

Grant is subject to the terms and conditions of the Stock Option Agreement attached hereto (together with this Award Notice, the “Agreement”).

Capitalized terms not defined herein shall have the meanings specified in the Agreement.

Option:

You have been awarded a Non-Qualified Option to purchase

from the Company shares of its Common Stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided

in Section 6.2 of the Agreement as follows (the “Option”):

Shares Subject to Option

225,000

Exercise Price per Share

$3.51

Grant Date:

4/16/26

Exercise Price:

See above, subject to adjustment

as provided in Section 6.2 of the Agreement.

Vesting Schedule:

Except as otherwise provided in the

Agreement or any other written agreement between the Company or any of its subsidiaries and you, the Option shall vest and become exercisable

as follows: (i) one-third of the shares subject to the Option on the Grant Date (rounded down to the nearest whole share) shall vest on

the one-year anniversary of the Grant Date and (ii) 1/36th of the shares subject to the Option on the Grant Date (in each case rounded

down to the nearest whole share except for the final tranche) shall vest following the one-year anniversary of the Grant Date on a monthly

basis on each monthly anniversary of the Grant Date, if, and only if, you are, and have been,

continuously in Service from the Grant Date through and including the applicable vesting date.

Expiration Date:

Except to the extent earlier terminated

pursuant to Section 4.2 of the Agreement or earlier exercised pursuant to Section 4.3 of the Agreement, the Option shall

terminate at 5:00 p.m., U.S. Eastern time, on the day immediately prior to the ten-year anniversary of the Grant Date.

AXE COMPUTE INC.

By:

Christopher Miglino

Name: Christopher Miglino

Title: CEO

Acknowledgment, Acceptance and Agreement:

By signing below and returning this Award Notice to Axe Compute Inc. at the address stated herein,

I hereby acknowledge receipt of the Agreement, accept the Option granted to me and agree to be bound by the terms and conditions of this

Award Notice and the Agreement.

/s/ Jeremy Yaukey-Witter

Optionee

Inducement Stock Option Agreement

Axe Compute Inc., a Delaware corporation (the “Company”), hereby

grants to the individual (“Holder”) named in the award notice attached hereto (the “Award Notice”) as

of the Grant Date, an option to purchase from the Company the number of shares of the Company’s common stock, par value $0.01 per

share (“Common Stock”), set forth in the Award Notice at the exercise price per share set forth in the Award

Notice (the “Exercise Price”) (the “Option”), upon and subject to the terms

and conditions set forth below and in the Award Notice.

Inducement Option Grant, No Plan, Certain Definitions. This Agreement and the Option granted hereunder are a stand-alone inducement

award in accordance with Nasdaq Listing Rule 5635(c)(4) and the Option is not granted under, subject to, governed by and does not reduce

the share reserve under the Company’s 2024 Equity Incentive Plan (the “Plan”). Nonetheless, certain terms of

the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Unless otherwise defined herein,

capitalized terms shall have the meaning set forth in the Plan (collectively, the “Applicable Plan Provisions”).

Non-Qualified Option. It is intended that the Option shall not be an incentive stock option as defined in Section 422 of the Code.

3. Option

Subject to Acceptance of Agreement. The Option shall be null and void unless Holder shall accept this Agreement by

executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the

Company (or electronically accepting this Agreement within the Holder’s stock account with the Company’s stock

administrator according to the procedures then in effect).

Time and Manner of Exercise of Option.

4.1. Maximum

Term of Option. In no event may the Option be exercised, in whole or in part, after the expiration date set forth in the

Award Notice (the “Expiration Date”).

4.2. Vesting

and Exercise of Option.

(a) Vesting.

The Option shall become vested and exercisable in accordance with the vesting schedule set forth in the Award Notice

(the “Vesting Schedule”) if, and only if, Holder is, and has been, continuously in Service from the

Grant Date through and including the applicable vesting date. Notwithstanding the foregoing, in the event Holder’s Service is

terminated by the Company, any of its subsidiaries or Acquiror (as defined below) without Cause, upon or within one-year following a

Change in Control, the Option, to the extent it is then outstanding and unvested, shall become fully vested.

(b)

Option Exercisability. The Option shall terminate immediately upon Holder’s termination of Service to the extent that it

is then unvested and shall be exercisable after Holder’s termination of Service to the extent it is then vested only during the

applicable time period as determined below and thereafter shall terminate.

(i) Disability. If Holder’s Service terminates due to the Disability of Holder, the Option, to the extent unexercised and

exercisable for vested shares of Common Stock on the date on which Holder’s Service terminated, may be exercised by Holder (or Holder’s

guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which Holder’s Service

terminated, but in any event no later than the Expiration Date.

(ii) Death. If the Holder’s Service terminates because of the death of Holder, the Option, to the extent unexercised and exercisable

for vested shares of Common Stock on the date on which Holder’s Service terminated, may be exercised by Holder’s legal representative

or other person who acquired the right to exercise the Option by reason of Holder’s death at any time prior to the expiration of

twelve (12) months after the date on which the Holder’s Service terminated, but in any event no later than the Expiration Date.

Holder’s Service shall be deemed to have terminated on account of death if Holder dies within three (3) months after Holder’s

termination of Service.

(iii) Termination for Cause. Notwithstanding any other provision of this Agreement to the contrary, if Holder’s Service is

terminated for Cause or if, following Holder’s termination of Service and during any period in which the Option otherwise would

remain exercisable, Holder engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be

exercisable immediately upon such termination of Service or act.

(iv) Other Termination of Service. If Holder’s Service terminates for any reason, except Disability, death or Cause, the Option,

to the extent unexercised and exercisable for vested shares of Common Stock on the date on which Holder’s Service terminated, may

be exercised by Holder at any time prior to the expiration of three (3) months after the date on which Holder’s Service terminated,

but in any event no later than the Expiration Date.

(d)

Definitions. For purposes of the Award Notice and this Agreement, the following terms shall have the following meanings:

(i) “Cause” shall mean any of the following: (A) Holder engages in willful misconduct or fails to follow the reasonable

and lawful instructions of the Board, if such conduct is not cured within thirty (30) calendar days after the Company sends notice to

Holder of the alleged Cause; (B) Holder embezzles or misappropriates assets of the Company or any of its subsidiaries; (C) Holder’s

violation of Holder’s obligations in Holder’s employment agreement, if such conduct is not cured within thirty (30) calendar

days after the Company sends written notice to Holder of the alleged Cause; (D) breach by Holder of any agreement between Holder and the

Company or to which the Company and Holder are parties, or a breach by Holder of a fiduciary duty or responsibility to the Company; (E)

the commission by Holder of fraud or other willful conduct that adversely affects the business or reputation of the Company, as determined

in the Company’s sole discretion; or (F) the Company has a reasonable belief Holder engaged in some form of harassment or other

improper conduct prohibited by the Company policy or the law.

(ii) “Service” means Holder’s employment or service with the Company or any of its subsidiaries, whether as an

employee, a non-employee member of the Board or an independent contractor. Unless otherwise provided by the Administrator (as defined

below), Holder shall not be deemed to have terminated merely because of a change in the capacity in which Holder renders Service or a

change in the Company or its subsidiary for which Holder renders Service, provided that there is no interruption or termination of Holder’s

Service. Furthermore, Holder’s Service shall not be deemed to have been interrupted or terminated if Holder takes any military leave,

sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Administrator, if any

such leave taken by Holder exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave Holder’s

Service shall be deemed to have terminated, unless Holder’s right to return to Service is guaranteed by statute or contract. Notwithstanding

the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service

for purposes of determining vesting under this Agreement. Holder’s Service shall be deemed to have terminated either upon an actual

termination of Service or upon the business entity for which Holder performs Service ceasing to be a subsidiary of the Company. Subject

to the foregoing, the Company, in its discretion, shall determine whether Holder’s Service has terminated and the effective date

of and reason for such termination.

4.3.

Method of Exercise. Subject to the limitations set forth in this Agreement, the Option, to the extent vested, may be exercised

by Holder (a) by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of whole

shares of Common Stock to be purchased and by accompanying such notice with payment therefor in full (or by arranging for such payment

to the Company’s satisfaction) either (i) in cash, or (ii) if permitted by the Company (A) by delivery to the Company

(either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having an aggregate Fair Market

Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such

exercise, (B) by authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate

Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (C) except as

may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom Holder has submitted an irrevocable

notice of exercise or (iii) by a combination of the foregoing, and (b) by executing such documents as the Company may reasonably

request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining

amount due shall be paid in cash by Holder. No share of Common Stock or certificate representing a share of Common Stock shall be issued

or delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have

been paid.

4.4. Termination

of Option. In no event may the Option be exercised after it terminates as set forth in

this Section 4.4. The Option shall terminate, to the extent not earlier terminated pursuant

to Section 4.2 or exercised pursuant to Section 4.3, on the Expiration Date. Upon the

termination of the Option, the Option and all rights hereunder shall immediately become null and void.

Transfer Restrictions and Investment Representations.

5.1.

Nontransferability of Option. The Option may not be transferred by Holder other than by will or the laws of descent and distribution

or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by

the foregoing sentence, (i) during Holder’s lifetime the Option is exercisable only by Holder or Holder’s legal representative,

guardian or similar person and (ii) the Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise

disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to

so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall

immediately become null and void.

5.2.

Investment Representation. Holder hereby represents and covenants that (a) any shares of Common Stock purchased upon

exercise of the Option will be purchased for investment and not with a view to the distribution thereof within the meaning of the Securities

Act of 1933, as amended (the “Securities Act”), unless such purchase has been registered under the Securities

Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective

registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration

under the Securities Act and such state securities laws; and (c) if requested by the Company, Holder shall submit a written statement,

in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of any purchase

of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition

precedent to any exercise of the Option, Holder shall comply with all regulations and requirements of any regulatory authority having

control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which

the Board or the Compensation Committee of the Board (“Committee”) shall in its sole discretion deem necessary or

advisable.

6. Additional

Terms and Conditions.

6.1.

Withholding

Taxes. (a) As a condition precedent to the issuance of Common Stock following the exercise of the Option, Holder

shall, upon request by the Company, pay to the Company in addition to the purchase price of the shares, such amount as the Company

may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or

other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the

Option. If Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion,

deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Holder.

(b) Holder

may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (i) a cash payment

to the Company; (ii) if permitted by the Company (A) delivery to the Company (either actual delivery or by attestation procedures

established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the

date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (B) authorizing

the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder upon exercise of the Option having an

aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (C) except as may be prohibited by

applicable law, a cash payment by a broker-dealer acceptable to the Company to whom Holder has submitted an irrevocable notice of exercise

or (iii) any combination of (i) and (ii). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in

excess of the minimum amount of the Required Tax Payments (or such higher withholding rate as permitted by the Committee and which does

not result in adverse accounting consequences for the Company). Any fraction of a share of Common Stock which would be required to satisfy

any such obligation shall be disregarded and the remaining amount due shall be paid in cash by Holder. No share of Common Stock or certificate

representing a share of Common Stock shall be issued or delivered until the Required Tax Payments have been satisfied in full.

6.2. Adjustment. In

the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic

718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend,

stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject

to the Option and the Exercise Price shall be equitably adjusted by the Committee, such adjustment to be made in accordance with Section 409A

of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial

or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be

appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of

directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding

any such adjustment shall be final, binding and conclusive.

6.3 Change

in Control. In the event of a Change in Control, the Option, to the extent outstanding, shall be subject to the definitive agreement

entered into by the Company in connection with the Change in Control. Subject to the requirements and limitations of Section 409A, if

applicable, the Administrator may provide for any one or more of the following:

(a) Accelerated Vesting. In its discretion,

the Administrator may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement

in connection with the Change in Control of the Option or portion thereof, to the extent outstanding, and shares acquired pursuant thereto

upon such conditions, including termination of Holder’s service prior to, upon, or following the Change in Control, and to such

extent as the Administrator determines.

(b) Assumption, Continuation or Substitution.

In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent

thereof, as the case may be (the “Acquiror”), may, without the consent of Holder, assume or continue the Company’s rights

and obligations under the Option or portion thereof outstanding immediately prior to the Change in Control or substitute for the Option

or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable, with appropriate adjustments

in accordance with Section 6.2. For purposes of this Section, if so determined by the Administrator in its discretion, the Option shall

be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of

this Agreement (including but not limited to payment of the exercise price), for each share of Common Stock subject to the Option that

is outstanding immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination

thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitled (and if holders were

offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock);

provided, however, that if such consideration is not solely common stock of the Acquiror, the Administrator may, with the consent of the

Acquiror, provide for the consideration to be received upon the exercise or settlement of the Option (after payment of the exercise price),

for each share of Common Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to

the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option or portion thereof which

is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation

of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

The Administrator may, in its discretion and without the consent of Holder, determine that, upon a Change in Control, the Option or portion

thereof outstanding immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for

a payment with respect to each vested share (and each unvested share, if so determined by the Administrator) of Common Stock subject to

such canceled Option or portion thereof in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to

the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the

Fair Market Value of the consideration to be paid per share of Common Stock in the Change in Control, reduced (but not below zero) by

the exercise or purchase price per share, if any, under the Option. In the event such determination is made by the Administrator, if the

exercise price of the Option per share is equal to or greater than the Fair Market Value of the consideration to be paid per share of

Common Stock in the Change in Control, the Option may be canceled without notice or payment of consideration to Holder.

(d) Adjustments and Earnouts. In making any

determination pursuant to this Section 6.3 in the event of a Change in Control, the Administrator may, in its discretion, determine that

the Option shall or shall not be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms,

earnouts and similar conditions as the other holders of Common Stock, subject to any limitations or reductions as may be necessary to

comply with Section 409A of the Code.

6.4. Compliance

with Applicable Law. The Option is subject to the condition that if the listing, registration or qualification of the shares

subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking

of any other action is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares hereunder,

the Option may not be exercised, in whole or in part, and such shares may not be issued, unless such listing, registration, qualification,

consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company

agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

6.5. Issuance

or Delivery of Shares. Upon the exercise of the Option, in whole or in part, the Company shall issue or deliver, subject to

the conditions of this Agreement, the number of shares of Common Stock purchased against full payment therefor. Such issuance shall be

evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall

pay all original issue or transfer taxes and all fees and expenses incident to such issuance, except as otherwise provided in Section 6.1.

6.6. Option

Confers No Rights as Stockholder. Holder shall not be entitled to any privileges of ownership with respect to shares of Common

Stock subject to the Option unless and until such shares are purchased and issued upon the exercise of the Option, in whole or in part,

and Holder becomes a stockholder of record with respect to such issued shares. Holder shall not be considered a stockholder of the Company

with respect to any such shares not so purchased and issued.

6.7. Option

Confers No Rights to Continued Service. In no event shall the granting of the Option or its acceptance by Holder, or any provision

of this Agreement, give or be deemed to give Holder any right to continued Service by the Company, any subsidiary or any affiliate of

the Company or affect in any manner the right of the Company, any subsidiary or any affiliate of the Company to terminate the employment

of any person at any time.

6.8. Grant

Subject to Board and Committee Administration and Determinations.

(a) The Board and the Committee shall have full power

and express discretionary authority to administer and interpret this Agreement, to make factual determinations and to adopt or amend such

rules, regulations, agreements and instruments for implementing the Agreement and for the conduct of its business as it deems necessary

or advisable, in its sole discretion. The Committee’s interpretation of the Agreement and all determinations made by the Committee

pursuant to the powers vested in it hereunder shall be conclusive and binding on Holder. All powers of the Committee shall be executed

in its sole discretion, in the best interest of the Company not as a fiduciary, and in keeping with the objectives of this Agreement and

need not be uniform as to similarly situated individuals.

(b) The grant and exercise of the Option are subject

to interpretations, regulations and determinations established from time to time by the Committee, including, but not limited to, provisions

pertaining to (i) rights and obligations with respect to any applicable withholding taxes, (ii) the registration, qualification or listing

of the shares issued under the Agreement, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law.

6.9. Successors. This

Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall,

upon the death of Holder, acquire any rights hereunder in accordance with this Agreement.

6.10. Notices. All

notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Axe Compute Inc., Attn:

Chief Financial Officer, 91 43rd Street, Suite 110, Pittsburgh, PA 15201, and if to Holder, to the last known mailing address

of Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall

be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by

mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed

to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the

party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request

or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next

succeeding business day of the Company.

6.11. Governing

Law. This Agreement, the Option and all determinations made and actions taken pursuant hereto and thereto, to the extent not

governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance

therewith without giving effect to principles of conflicts of laws.

6.12. Entire

Agreement. This Agreement and the Applicable Plan Provisions constitute the entire agreement of the parties with respect to the

subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect

to the subject matter hereof and may not be modified adversely to the Holder’s interest except by means of a writing signed by the

Company and the Holder.

6.13.   Partial

Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions

hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

6.14.   Amendment

and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Holder,

and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or

enforceability of this Agreement.

6.15. Counterparts. The

Award Notice may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute

one and the same instrument.

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