Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Contribution and Exchange Agreement

On February 15, 2026, 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" or the "Company"), 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"), entered into a Contribution and Exchange Agreement with Ekso Bionics Holdings, Inc., a Nevada corporation ("Ekso") (the "Contribution and Exchange Agreement") for purposes of consummating a business combination (the "Business Combination"), as a result of which (i) Cloud will become a wholly owned subsidiary of Ekso, (ii) Ekso will, immediately after the consummation of the Business Combination (the "Closing"), continue as the parent of the combined company, and (iii) Ekso 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 Ekso in exchange for 138,216,820 newly issued shares (the "Exchanged Shares") of Ekso'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 Ekso'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;