Material Agreement, Private Placement, Corporate Action, Changes in Control, Business/Financial Results (Form 8-K)

Contribution and Exchange Agreement

On February 15, 2026, Ekso Bionics Holdings, Inc., a Nevada corporation ("Ekso" or the "Company"), entered into a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement") with APLD Intermediate HoldCo LLC, a Delaware limited liability company ("APLD Intermediate"), APLD ChronoScale HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate ("Contributor"), each a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation ("APLD"), and Applied Digital Cloud Corporation, a Nevada corporation, which at the time of the Closing (as defined below), will be a wholly owned subsidiary of Contributor ("Cloud"), for purposes of consummating a business combination (the "Business Combination"), as a result of which (i) Cloud will become a wholly owned subsidiary of the Company, (ii) the Company will, immediately after the consummation of the Business Combination (the "Closing"), continue as the parent of the combined company, and (iii) the Company will change its name to ChronoScale Corporation ("ChronoScale"). Capitalized terms used but not defined herein shall have the meanings given to them in the Contribution and Exchange Agreement.

Subject to the satisfaction or waiver of the conditions set forth in the Contribution and Exchange Agreement, Contributor will contribute all of its right, title and interest in and to 1,200 shares of the common stock of Cloud, constituting 100% of the issued and outstanding equity of Cloud (the "Contributed Shares"), to the Company in exchange for 138,216,820 newly issued shares (the "Exchanged Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock").

As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined company's outstanding equity before giving effect to the other transactions contemplated by the Contribution and Exchange Agreement. The Exchanged Shares will be issued in a private placement transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), will initially bear customary restrictive legends, and will be subject to legend removal in accordance with the terms of the Contribution and Exchange Agreement and applicable law, including Rule 144, when the conditions therefor are met.

Closing Conditions

The Closing is subject to certain customary mutual conditions, including:

(a) stockholder approval of the Business Combination as set forth in the Contribution and Exchange Agreement and related proposals ("Stockholder Approval");

(b) an Information Statement or a Proxy Statement must be cleared by the Securities and Exchange Commission (the "SEC") and sent to the Company's stockholders in accordance with Regulation 14A under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in the case of the Information Statement, such mailing must be at least twenty (20) calendar days prior to Closing;

(c) No order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Contribution and Exchange Agreement;

(d) All requisite approvals or waivers as required by the terms of the Contribution and Exchange Agreement shall have been obtained;

(e) The Company shall have cash and cash equivalents equal to at least $15,000,000, inclusive of net proceeds of the PIPE Investment (as defined below); and

(f) The Second Amended and Restated Articles of Incorporation of the Company (the "Second Restated Articles") shall have been duly adopted by all necessary corporate action on the part of the Company, filed with the Secretary of State of the State of Nevada, and shall be in full force and effect as of immediately prior to the Closing.

The obligation of each party to consummate the Business Combination is also conditioned upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the Contribution and Exchange Agreement, (ii) the accuracy of the representations and warranties of the other party as of the Closing (subject to customary materiality qualifiers), (iii) in both Cloud's and the Company's case, the absence of a continuing material adverse effect with respect to the other party, (iv) in Cloud's case, that (a) the PIPE Investment for gross proceeds of an amount to be determined by APLD Intermediate and on terms acceptable to APLD Intermediate, shall have been consummated concurrently with the Closing, (b) certain third-party consents as required by the terms of the Contribution and Exchange Agreement shall have been obtained, (c) the Nasdaq listing application shall have been submitted and approved, (d) the Investor Rights Agreement shall be in full force and effect at Closing, and (e) certain tail insurance policies as described in the Contribution and Exchange Agreement have been bound, paid for and in effect.

Representations, Warranties, and Covenants

The Company, Cloud, APLD Intermediate and Contributor have each made customary representations, warranties and covenants in the Contribution and Exchange Agreement. Subject to certain exceptions, the Company has agreed, among other things, to covenants relating to the conduct of its business during the interim period between the execution of the Contribution and Exchange Agreement and Closing. In addition, subject to certain exceptions, the Company has agreed to covenants relating to (i) the submission of the Contribution and Exchange Agreement to the Company's stockholders for approval by written consent or at a meeting thereof, and (ii) recommendation by the Board of Directors of the Company (the "Board") in favor of the adoption by the Company's stockholders of the Contribution and Exchange Agreement.

Non-Solicitation

The Company is subject to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals, to furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals. Neither Contributor nor APLD Intermediate shall solicit, discuss or negotiate any acquisition proposal with respect to Cloud other than with the Company; however, transactions involving Cloud as part of any proposed sale of APLD are not restricted.

Termination Fees and Expenses

The Contribution and Exchange Agreement contains certain customary termination rights for the Company and APLD Intermediate. Either the Company or APLD Intermediate may terminate the Contribution and Exchange Agreement (i) by mutual written consent, (ii) if the Business Combination has not been consummated on or before July 15, 2026, (iii) if any Order restrains, enjoins or otherwise prohibits the consummation of the Business Combination, or (iv) if the other party materially breaches or if there is a material inaccuracy in any of their respective representations, or warranties or the other party failed to perform any of its covenants or other agreements that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, APLD Intermediate may terminate the Contribution and Exchange Agreement if (i) the Company fails to obtain the requisite Stockholder Approval either by written consent or at a duly convened meeting of the Company's stockholders, in either case, by the applicable deadline, or (ii) at any time after or concurrently with the announcement of a sale of APLD.

Unless the Contribution and Exchange Agreement is terminated in accordance with its terms, the Company shall pay, at the Closing, all fees and expenses of the parties, including the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, as well as all other out-of-pocket expenses incurred by such parties in connection with the negotiation, preparation, execution, and delivery of the Contribution and Exchange Agreement. If the Contribution and Exchange Agreement is terminated in accordance with its terms, each party shall be responsible for its own expenses, and APLD Intermediate and Contributor shall be responsible for any expenses incurred by Cloud.

The Closing is expected to occur in the second calendar quarter of 2026. However, there can be no assurance that the Business Combination will be completed on or prior to that time, or at all.

In connection with, and as a condition to the consummation of, the Business Combination, the Company intends to complete a private placement of shares of the Company's Common Stock or convertible preferred stock up to an amount to be determined by APLD Intermediate (the "PIPE Investment"). The PIPE Investment, when consummated, will be dilutive to both Ekso legacy stockholders and Cloud.

The foregoing description of the Contribution and Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution and Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Investor Rights Agreement

In connection with, and effective upon, the Closing, the Company and the Contributor will enter into an Investor Rights Agreement (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, the APLD Investor (as defined therein), or any group of APLD Investors collectively, that beneficially owns a majority of the outstanding voting securities of the combined company at any time will have the right to designate four (4) of the seven (7) directors on the combined company's Board, including the Chairman (each such director, the "APLD Designee"). The initial APLD Designees, as of the Closing, are expected to be Wes Cummins (Chairman), Jason Zhang, Ella Benson and Richard Nottenburg, and the rest of the Board at the Closing is expected to be comprised of the combined company's Chief Executive Officer and two directors mutually agreed upon by the APLD Designator (as defined in the Investor Rights Agreement) and the Company.

In addition, if the APLD Investors beneficially own less than a majority of the outstanding voting securities of the combined company, the APLD Investor(s) will be entitled to designate (i) if the APLD Investors beneficially own 25% or more of such voting securities, three directors, (ii) if the APLD Investors beneficially own at least 10% (but less than 25%) of such voting securities, two directors, and (iii) if the APLD Investors beneficially own less than 10% of such voting securities, one director. Any changes to the size of the combined company's Board while the APLD Investors collectively beneficially own at least 30% of such company's voting securities will require the written consent from the APLD Designator.

The Investor Rights Agreement also provides the APLD Investor (or group of APLD Investors) with (i) customary registration rights with respect to the resale of the Exchanged Shares received in the Business Combination, (ii) certain preemptive rights so long as the APLD Investors collectively beneficially own at least 10% of the combined company's voting securities, (iii) consent rights so long as the APLD Investors beneficially own at least 30% of the combined company's voting securities and (iv) certain governance, information and other rights with respect to the combined company.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a form of which is attached as Exhibit Ato the Contribution and Exchange Agreement and filed as Exhibit 10.2 hereto and incorporated by reference herein.

Based upon preliminary estimates and information available to the Company as of the date of this Current Report on Form 8-K, the Company is disclosing selected preliminary unaudited financial results for the fourth quarter ended December 31, 2025.

Summary Fourth Quarter 2025 Financial Results (unaudited)

The estimated, projected or anticipated financial results, financial condition or other financial information discussed in this Current Report on Form 8-K are based on management's preliminary unaudited analysis of financial results for the quarter ended December 31, 2025. As of the date of this Current Report on Form 8-K, the Company has not completed its financial statement reporting process for the quarter or year ended December 31, 2025, and the Company's independent registered accounting firm has not audited the preliminary financial data discussed in this Current Report on Form 8-K. During the course of the Company's period-end closing procedures and review process, including the finalization of its financial statements for and as of the quarter and year ended December 31, 2025, the Company may identify items that would require it to make adjustments, which may be material to the information presented above. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary results.

The information furnished under this Item 2.02 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Contribution and Exchange Agreement and Exchanged Shares is incorporated herein by reference.

The Exchanged Shares will be issued in a private placement transaction in reliance on the exemption from the registration requirements provided by Rule 506(b) under Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations made by Contributor.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.