Form 8-K/A

8-K/A — EKSO BIONICS HOLDINGS, INC.

Accession: 0001493152-26-021330

Filed: 2026-05-05

Period: 2026-05-01

CIK: 0001549084

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-16.1 (ex16-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 1, 2026

EKSO BIONICS HOLDINGS, INC.

CHRONOSCALE

CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

001-37854

99-0367049

(State

or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification Number)

3811

Turtle Creek Blvd. Suite 2100

Dallas,

Texas

75219

(Address

of registrant’s principal executive office)

(Zip

code)

214-427-1704

(Registrant’s

telephone number, including area code)

Ekso

Bionics Holdings, Inc.

101

Glacier Point, Suite A

San

Rafael, CA 94901

(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 (see General Instruction A.2. below):

☐

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, par value $0.001 per share

CHRN

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 ☐

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. ☐

Explanatory

Note

This Amendment

to the Current Report on Form 8-K (the “Original Form 8-K”) originally filed by the Company (as defined below) on May 4,

2026 (as amended, this “Current Report”) amends and restates the Original Form 8-K in its entirety, and is being filed for

the purpose of, among other things, disclosing the material terms of the Business Combination and the APLD Parent PIPE Investment (as

such terms are defined below).

May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”),

consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain

Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among the

Company, 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 (“Applied Parent”), and Applied

Digital Cloud Corporation, a Nevada corporation (“Cloud”), a wholly owned indirect subsidiary of Applied Parent and a direct

subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, the Company changed its name to

“ChronoScale Corporation” and Cloud became a wholly owned subsidiary of the Company. Unless the context otherwise requires,

references to the “Company” refer to Ekso Bionics Holdings, Inc. prior to the Closing and ChronoScale Corporation following

the Closing.

Pursuant

to the Contribution and Exchange Agreement (1) immediately prior to the consummation of the Business Combination (the “Closing”),

(i) the Company amended and restated its Articles of Incorporation (as further described below), and, in connection with such filing,

changed its name from “Ekso Bionics Holdings, Inc.” to “ChronoScale Corporation” (“ChronoScale”)

and (ii) Applied Parent purchased 1,311,407 shares of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), for gross proceeds to the Company of approximately $15.75 million in an offering exempt from the registration

requirements of the Securities Act of 1933, as amended (the “Securities Act”), at a price per share of $12.01, the closing

price of the Company’s Common Stock on April 30, 2026 (the “APLD Parent PIPE Investment”) pursuant

to a securities purchase agreement (the “Securities Purchase Agreement”) dated as of May 1, 2026, and (2) upon the

Closing, (i) Contributor contributed to the Company all of its right, title and interest in and to 1,200 shares of common stock of Cloud,

constituting 100% of the issued and outstanding equity of Cloud (the “Contributed Shares”), in exchange for 138,216,820 newly

issued shares (the “Exchanged Shares”) of the Company’s Common Stock, (ii) the Company and Contributor entered into

the Investor Rights Agreement (as defined below), (iii) the Company amended and restated its bylaws (as further described below), and

(iv) the Company adopted the ChronoScale 2026 Omnibus Equity Incentive Plan (the “2026 Plan”). In addition, immediately

after the Closing, the Company changed its fiscal year end to May 31st. On May 5, 2026, the Common Stock began

trading on The Nasdaq Capital Market (“NasdaqCM”) under the symbol “CHRN.” In connection with the Business Combination,

the CUSIP number for the Common Stock changed to 170924 104.

Following

the APLD Parent PIPE Investment and the Closing, Applied

Parent and the Contributor hold an aggregate of approximately 97%

of the outstanding shares of Common Stock and the remaining legacy Company security holders collectively hold an

aggregate of approximately 3% of the outstanding shares of Common Stock. At the Closing, the Company issued the Exchanged

Shares to Contributor, and, effective upon the Closing, there were an aggregate of 143,093,381

shares of Common Stock outstanding, 138,216,820 of which were held by Contributor, 1,311,407

of which were held by Applied Parent and 3,565,154 of which were held by the

Company’s other stockholders.

The

disclosures below contain references to the definitive information statement of the Company, dated April 3, 2026 and filed with the Securities

and Exchange Commission (the “SEC”) on the same date (the “Information Statement”) with respect to the Business

Combination and the transactions contemplated by the Contribution and Exchange Agreement, which was filed by the Company with the SEC

on a Current Report on Form 8-K on February 17, 2026. This Current Report contains summaries

of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements

are subject to, and are qualified in their entirety by, reference to these agreements, which are filed as exhibits hereto and incorporated

herein by reference.

Item

1.01. Entry into a Material Definitive Agreement.

the extent required by Item 1.01 of Form 8-K, the information set forth in the Explanatory Note of this Current Report is incorporated

herein by reference.

APLD

Parent PIPE Investment

connection with, and as a condition to Closing, on May 1, 2026, the Company entered into the Securities Purchase Agreement with Applied

Parent, pursuant to which the Company agreed to sell and issue to Applied Parent 1,311,407 shares of Common Stock (the “Private

Placement Shares”). The Private Placement Shares were sold in the APLD Parent PIPE Investment at an offering price of $12.01 per

share, the closing price of the Common Stock on April 30, 2026, the date immediately preceding the date of execution of the Securities

Purchase Agreement, for gross proceeds of approximately $15.75 million. The closing of the APLD Parent PIPE Investment took place on

May 5, 2026 immediately prior to the Closing. The Private Placement Shares constitute registrable securities under the Investor Rights

Agreement and, as such, have the same resale registration rights as set forth under “Item 1.01. Entry into a Material Definitive

Agreement – Investor Rights Agreement – Registration Rights” of this Current Report.

Lake

Street Capital Markets, LLC (the “Placement Agent”) served as the Company’s exclusive placement agent in connection

with the APLD Parent PIPE Investment and, in the past, has provided, directly or through its affiliates, financial advisory and other

services to the Company. As compensation for the services provided by the Placement Agent in the APLD Parent PIPE Investment, on May

5, 2026, in connection with the closing of the APLD Parent PIPE Investment, the Company paid the Placement Agent a cash fee equal to

5.0% of the aggregate gross proceeds raised in the APLD Parent PIPE Investment or approximately $0.75 million.

The

Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification

obligations of the Company and Applied Parent, other obligations of the parties and termination provisions. The representations, warranties

and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates,

were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The

foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated

herein by reference.

Investor

Rights Agreement

Designation

Rights

the Closing, the Company and Contributor entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant

to which, the APLD Designator (as defined therein) has the right to designate four (4) of the seven (7) directors on the Company’s

Board of Directors (the “Board”), including the Chairman (each such director, an “APLD Designee”). The initial

APLD Designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller and Richard Nottenburg. The rest of the Board is comprised of

Ying Cenly Chen, the Company’s Chief Executive Officer, William M. Clancy, and Scott G. Davis, the Chief Executive Officer of Ekso

Bionics, Inc. (a wholly owned subsidiary of the Company).

The

Investor Rights Agreement provides that, (i) for so long as the APLD Investors (as defined therein) beneficially own at least 50% of

the aggregate outstanding voting securities of the Company, the APLD Designator may designate four (4) directors, (ii) if the APLD Investors

beneficially own at least 25% of the aggregate outstanding voting securities of the Company, the APLD Designator may designate three

(3) directors; (iii) if the APLD Investors beneficially own at least 10% (but less than 25%) of the aggregate outstanding voting securities

of the Company, the APLD Designator may designate two (2) directors; and (iv) if the APLD Investors beneficially own less than 10% of

the aggregate outstanding voting securities of the Company, the APLD Designator may designate one (1) director. In addition, the Investor

Rights Agreement provides that the APLD Designator has the right, but not the obligation, to consent to any individual nominated for

election to the Board seat initially occupied by the Chief Executive Officer of the Company, for so long as the APLD Investors collectively

beneficially own at least 25% of the aggregate outstanding voting securities of the Company.

Under

the Investor Rights Agreement, any director that is designated by the APLD Designator may only be removed with the consent of the APLD

Designator, or by the stockholders in accordance with applicable law and regulations, and the APLD Designator is entitled to appoint

replacement designees in the event a vacancy is created with respect to one of its designees.

Under

the Investor Rights Agreement, the Company is required to include the applicable designees in its slate of nominees for election at any

stockholder meetings and to use reasonable best efforts to cause each designee to be elected.

For

so long as the APLD Investors continue to beneficially own at least thirty percent (30%) of the aggregate outstanding voting securities

of the Company, the Board is prohibited from increasing the total number of directors on the Board to greater than seven (7) and, in

no event shall any decrease in the number of directors on the Board, in any instance, eliminate, abridge, or otherwise modify the APLD

Designator’s designation rights, in each case, without the consent of the APLD Designator.

Observer

Rights

For

so long as any APLD Investor is a party to the Investor Rights Agreement, the APLD Investors have the right to invite two (2) observers

to all meetings of the Board, and such observers may, participate in all deliberations thereof, in a non-voting observer capacity, so

long as such observers’ presence, or participation in, such meetings shall not pose a conflict of interest or threat to attorney-client

privilege or work product privilege.

Approval

Rights

Under

the Investor Rights Agreement, for so long as the APLD Investors continue to beneficially own at least thirty percent (30%) of the aggregate

outstanding voting securities of the Company, the Company has agreed not to take the following specified actions (as more fully set forth

in the Investor Rights Agreement) without the prior written consent of the APLD Designator, which such approval rights may be waived

by the APLD Designator, in whole or in part, from time to time:

●

commence

or approve any dissolution, liquidation or winding up of the Company or any subsidiary, including similar transactions, or merge

or consolidate with any person, or sell, lease, transfer otherwise dispose of all or substantially all of the assets or voting power

of the Company or any subsidiary;

●

make

any fundamental change in the nature of the Company’s or any subsidiary’s business or purpose;

●

relocate

the Company’s principal office;

●

create,

authorize, designate, issue or obligate the Company or any subsidiary to issue any securities that are senior to the Common Stock

with respect to dividends, liquidation or voting;

●

amend

the Company’s Articles of Incorporation or the Company’s bylaws, stockholders’ agreement or similar governing or

organizational document;

●

issue

any shares of Preferred Stock;

●

declare,

set aside or pay any dividends or other distributions on any capital stock;

●

enter

into any agreement that restricts the ability of the Company or any subsidiary to comply with the preemptive rights of the APLD Investors

in the Investor Rights Agreement;

●

incur,

create, assume or guarantee any indebtedness for borrowed money, subject to certain exceptions;

●

make

or commit to make any acquisition, joint venture, partnership, strategic alliance or formation of any subsidiary, or any investment

in, or loans or advances to, any person, subject to certain exceptions;

●

create,

incur, assume or permit to exist any Lien (as defined in the Investor Rights Agreement) on any property or asset now owned or hereafter

acquired by the Company or any subsidiary, assign or sell any income or revenues (including accounts receivable) or rights in respect

thereof, other than Permitted Liens (as defined in the Investor Rights Agreement);

●

enter

into, amend, waive, supplement or terminate any transaction or agreement with any stockholder, director, officer or employee of the

Company or any subsidiary, or any affiliate of the foregoing, subject to certain exceptions;

●

sell,

transfer, assign, exclusively license, pledge, encumber or otherwise dispose of any assets valued individually or collectively in

excess of $100 million, subject to certain exceptions;

●

hire,

appoint, terminate or materially change the compensation or duties of the Chief Executive Officer or Chief Financial Officer of the

Company;

●

appoint,

remove or change the Company’s independent public accountants (other than to a nationally recognized or regional accounting

firm);

●

prosecute,

commence, defend, settle or compromise any litigation, arbitration, administrative or regulatory Proceeding, investigation or claim

that could reasonably be expected to (i) result in obligations (including fees and expenses) exceeding $1 million, (ii) impose injunctive

or other equitable relief materially adverse to the Company or the conduct of the business, or (iii) adversely affect the rights

of any APLD Investor;

●

enter

into any agreement that purports to bind any APLD Investor;

●

make

any political or charitable contribution in excess of $1,000 in any instance or $10,000 in the aggregate in any fiscal year, subject

to applicable law;

●

enter

into any agreement that restricts the ability of the Company or any subsidiary to conduct any material aspect of its business, to

compete in any material respect, or to operate in any geographic area, other than customary restrictions in commercial agreements

entered into in the ordinary course of business; and

●

agree,

approve, adopt a plan or policy, or commit, resolve or obligate the Company or any subsidiary to do any of the foregoing.

Preemptive

Rights

The

Contributor is entitled to preemptive rights for so long as it beneficially owns at least ten percent (10%) of the

Company’s aggregate outstanding voting securities, subject to certain exemptions. When the Company proposes to issue new

equity securities, it must provide the Contributor with written notice specifying the securities to be offered, the price, and

other material terms. Within ten (10) days of receiving this notice, the Contributor may elect to purchase up to the lesser of

(i) 150% of its pro rata share of outstanding equity securities or (ii) 75% of the new securities being offered, with an oversubscription

right for any unsubscribed securities.

the Contributor does not subscribe for all offered securities, the Company may sell the remaining securities to third parties

within ninety (90) days, provided the terms are no more favorable than those initially offered to the Contributor. If the Company

fails to complete a sale within this period, or if such agreement is not consummated within thirty (30) days of the execution thereof,

the preemptive rights revive and the offered securities may not be sold without restarting the process.

Registration

Rights

The

Company is required to file a registration statement with the SEC covering the resale of all registrable securities held by the APLD

Investors by the date that is sixty (60) days after Closing. The registration statement must be on Form S-3, or if Form S-3 is unavailable,

on another appropriate form, with the Company obligated to convert to a Form S-3 shelf registration statement within thirty (30) days

of becoming eligible. The Company is obligated to use commercially reasonable efforts to have the registration statement declared effective

within thirty (30) calendar days of the filing deadline (or sixty (60) days if the SEC reviews the filing).

The

Company shall bear all registration expenses, excluding underwriting discounts, selling commissions, and the APLD Investors’

legal fees. The Company is obligated to maintain the effectiveness of the registration statement until there are no longer any registrable

securities outstanding, subject to certain permitted suspension periods not exceeding forty-five (45) consecutive trading days or ninety

(90) total trading days in any 365-day period. If the SEC limits the securities eligible for registration under Rule 415, the Company

will be obligated to use commercially reasonable efforts to advocate for full registration and, if unsuccessful, allocate any required

cutbacks among the APLD Investors on a pro rata basis. The Company is also obligated to take reasonable steps to facilitate sales under

Rule 144, maintain stock exchange listings, and promptly notify investors of any material misstatements requiring prospectus amendments.

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 copy of which is attached as Exhibit 10.3 to this Current Report and

incorporated by reference herein.

Management

Advisory and Corporate Services Agreement

Closing, in connection with the Contribution and Exchange Agreement, Applied Parent and the Company entered into a Management Advisory

and Corporate Services Agreement (the “Services Agreement”). Under the Services Agreement, Applied Parent has agreed to provide

the Company with (i) management advisory services, including financial, managerial, and operational advice regarding day-to-day operations

and strategic transactions and (ii) certain corporate services to the Company, including administrative and software services, and various

personnel services. Under the Services Agreement, the Company will pay Applied Parent (i) an amount equal to one percent (1%) of the

gross revenue of the Company and its subsidiaries per quarter and (ii) fees for other corporate services provided by Applied Parent to

the Company and its subsidiaries as they are incurred on a monthly basis. The Services Agreement has an initial term of twelve (12)

months, with automatic successive one (1)-month renewals unless either party provides at least sixty (60) days’ prior written

notice of non-renewal prior to the expiration of the initial term or at least twenty (20) days prior to the expiration of the renewal

term, and may be terminated by Applied Parent upon thirty (30) days written notice to the Company or by either party upon

an uncured material breach or upon a party’s bankruptcy or insolvency. The Company has agreed to indemnify Applied Parent

for damages arising from gross negligence, willful misconduct, fraud, or breach, and Applied Parent’s aggregate liability

is capped at ten percent (10%) of the aggregate service fees paid to the Company, with exclusions for consequential damages

subject to carve-outs for fraud or willful misconduct. The Services Agreement also contains customary provisions regarding confidentiality,

intellectual property licensing and data privacy and is governed by the laws of the State of Delaware.

The

foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Services Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report and is incorporated herein

by reference.

Indemnity Agreements

Effective

as of the Closing, on May 1, 2026, in connection with the Investor Rights Agreement, the Company entered into Indemnity Agreements (the

“Indemnity Agreements”) with each of Wes Cummins, Richard Nottenburg, Douglas Miller, Ella Benson and William M. Clancy.

Under the Indemnity Agreements, the Company has agreed to indemnify each director to the fullest extent permitted by Nevada law against

expenses, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement arising from his or her service as a director,

officer or agent of the Company or its subsidiaries and to advance expenses incurred in connection with any covered proceeding, subject

to an undertaking to repay such advances if such director is ultimately determined not to be entitled to indemnification. The Company

has also agreed to obtain and maintain directors’ and officers’ liability insurance covering each such director on terms

no less favorable than the Company’s existing policies. The Indemnity Agreements are governed by the laws of the State of Nevada.

The foregoing description of the Indemnity Agreements does not purport to be complete and is qualified in its entirety by reference to

the full text of the Indemnity Agreements, a form of which is filed as Exhibit 10.5 to this Current Report and is incorporated herein

by reference.

Item

2.01. Completion of Acquisition or Disposition of Assets.

the extent required by Item 2.01 of Form 8-K, the information set forth in the Explanatory Note and Items 1.01 and 9.01 of this Current

Report is incorporated by reference herein.

May 5, 2026, the Company consummated the Business Combination pursuant to the terms of the Contribution and Exchange Agreement,

pursuant to which Contributor contributed 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 at the time of Closing to the Company. In exchange for the contribution of all of

the issued and outstanding equity interests of Cloud, the Company issued to Contributor the Exchanged Shares. Upon the filing of the

A&R Articles (as defined below), the Company was renamed “ChronoScale Corporation” and Cloud became a wholly owned subsidiary

of the Company, with the Company holding 100% of the equity interests of Cloud. The Company will continue its existence under the laws

of the State of Nevada. All debts, liabilities, obligations, restrictions, disabilities, and duties of Cloud shall remain the debts,

liabilities, obligations, restrictions, disabilities, and duties of Cloud, as the wholly owned subsidiary of the Company.

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, a copy of which is filed as Exhibit 10.1 to this Current Report

and is incorporated herein by reference.

Item

2.02. Results of Operations and Financial Condition.

the extent required by Item 2.02 of Form 8-K, the information set forth in Items 2.01 and 9.01 of this Current Report is incorporated

by reference herein.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth above in the Explanatory Note and Items 1.01 and 2.01 of this Current Report with respect to the Business Combination,

the Exchanged Shares, the APLD Parent PIPE Investment and the Private Placement Shares is hereby incorporated by reference

into this Item 3.02. The Exchanged Shares and Private Placement Shares were issued and sold without registration under the Securities

Act of 1933, as amended (the “Securities Act”), or state securities laws in reliance on the exemptions provided by Section

4(a)(2) of the Securities Act promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company relied

on this exemption from registration based in part on representations made by the Contributor and Applied Parent in each of the Contribution

and Exchange Agreement and the Securities Purchase Agreement, as applicable.

Item 3.03.

Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information set forth in the Explanatory Note and Items 1.01 and 2.01 of this Current

Report is incorporated by reference herein.

described in this Current Report, on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R

Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time)

on May 5, 2026. Upon Closing and effective upon Closing, the Company adopted the Second Amended and Restated Bylaws (the “A&R

Bylaws” and, together with the A&R Articles, the “Amended Charter Documents”).

The

A&R Articles and the A&R Bylaws were previously approved by the Board on February 14, 2026. The A&R Articles were also approved

by written consent of stockholders holding approximately 50.4% of the voting power of the Company’s outstanding voting securities

(the “Principal Stockholders”), effective February 20, 2026, in accordance with the Nevada Revised Statutes (the “NRS”).

The Company filed the Information Statement on April 3, 2026 with the SEC and transmitted the same to its stockholders of record on April

3, 2026.

There

were no changes to the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions

of Series B Convertible Preferred Stock (“Series B Certificate of Designations”) previously filed by the Company on January

22, 2026.

The

following is a summary of the material modifications to the rights of the Company’s stockholders following adoption of the Amended

Charter Documents. This summary is qualified in its entirety by reference to the full text of the A&R Articles and the A&R Bylaws,

copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.

A&R

Articles

Name

Change

May 1, 2026, the Company filed its A&R Articles to change its name to “ChronoScale Corporation,” effective as

of 3:00 a.m. Eastern Time on May 5, 2026.

Increase

in Authorized Shares of Common Stock

The

A&R Articles increased the number of authorized shares of Common Stock from 141,428,571 shares to 290,000,000 shares, while maintaining

the par value of $0.001 per share. The total authorized capital stock of the Company is now 300,000,000 shares, consisting of 290,000,000

shares of Common Stock and 10,000,000 shares of Preferred Stock. The additional authorized shares of Common Stock have the same rights

and privileges as the shares of Common Stock previously authorized and outstanding. The Company’s stockholders do not have preemptive

rights to subscribe for or purchase any newly authorized shares, and future issuances of Common Stock (or securities exercisable for

or convertible into Common Stock) may have a dilutive effect on earnings per share, book value per share, and the voting power of existing

stockholders.

Voting

Rights

The

A&R Articles expressly provide that each share of Common Stock entitles the holder thereof to one vote, in person or by proxy, on

any matter on which action of the Company’s stockholders is sought. Holders of Preferred Stock have no right to vote, except (i)

as determined by the Board in accordance with the terms of any certificate of designation applicable to such series, or (ii) as otherwise

provided by the NRS.

Blank

Check Preferred Stock Authority

The

A&R Articles authorize the Board to issue Preferred Stock in one or more classes or series and to fix the designations, powers, preferences

and rights of each such class or series without further stockholder approval, including the dividend rate and whether dividends are cumulative,

voting rights, conversion privileges, redemption terms, sinking fund provisions, liquidation preferences and any other relative rights,

preferences and limitations.

Dividend

Priority and Liquidation Preferences for Preferred Stock

The

A&R Articles provide that dividends on issued and outstanding shares of Preferred Stock shall be paid or declared and set apart for

payment prior to any dividends being paid or declared and set apart for payment on shares of Common Stock with respect to the same dividend

period. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, if the assets available for

distribution to holders of Preferred Stock are insufficient to pay such holders the full preferential amount to which they are entitled,

then such assets shall be distributed ratably among all classes and series of Preferred Stock in accordance with their respective preferential

amounts, including unpaid cumulative dividends.

Removal

of Directors

The

A&R Articles provide that any director or the entire Board may be removed at any time, but only for cause and only by the affirmative

vote of the holders of seventy-five percent (75%) or more of the voting power of the issued and outstanding stock entitled to vote generally

in the election of directors, considered for this purpose as a single class, cast at a meeting of stockholders called for that purpose.

This provision does not apply with respect to any director elected by the holders of a series of Preferred Stock voting separately as

a class. This supermajority voting standard may have the effect of making it more difficult to remove incumbent directors.

Limitation

of Liability of Directors and Officers

The

A&R Articles provide that the personal liability of any director or officer of the Company shall be eliminated or limited to the

fullest extent permitted by the NRS. Any repeal or modification of this provision by the stockholders shall not adversely affect any

right or protection of any director existing at the time of such repeal or modification.

Amendments

The

A&R Articles provide that the Board shall have the power to adopt, alter, amend and repeal the bylaws, subject to the right of stockholders

to adopt, alter, amend and repeal bylaws made by the Board; provided, however, that bylaws shall not be adopted, altered, amended or

repealed by the stockholders except by the vote of the holders of not less than two-thirds (66 2/3%) of the voting power of the issued

and outstanding stock entitled to vote upon the election of directors.

Interested

Director Transactions

The

A&R Articles provide that no contract or transaction between the Company and any other corporation (or other entity) shall be affected

or invalidated solely by the fact that any director of the Company is pecuniarily or otherwise interested in, or is a director or officer

of, such other entity. An interested director may be counted in determining the existence of a quorum and may vote to authorize such

contract or transaction, provided the fact of such interest is disclosed or known to the Board or a majority thereof.

Reserved

Right to Amend

The

A&R Articles expressly reserve the right of the Company to amend, alter, change or repeal any provision contained therein, and provide

that all rights, preferences and privileges conferred upon stockholders, directors or any other persons by and pursuant to the A&R

Articles are granted subject to such reserved right.

A&R

Bylaws

Board

Composition

The

A&R Bylaws provide that the number of directors constituting the Company’s Board shall be fixed from time to time by resolution

of the Board. Subject to the rights of any holders of preferred stock, any newly created directorships or vacancies on the Board resulting

from death, resignation, disqualification, removal or other cause may be filled solely by a majority vote of the directors then in office,

even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy will serve for the remainder of

the term of the director whom such director replaces and until a successor is duly elected and qualified.

Election

of Directors

The

A&R Bylaws provide that directors are generally elected by a majority of the votes cast at a meeting of stockholders at which a quorum

is present. However, in any uncontested election in which the number of director nominees exceeds the number of open seats as a result

of stockholder nominations made in compliance with the A&R Bylaws, directors are elected by a plurality of the votes cast.

Indemnification

and Advancement of Expenses

The

A&R Bylaws provide for indemnification and hold-harmless protections, to the fullest extent permitted by applicable law, for any

director or officer of the Company (or any person serving at the Company’s request as a director, officer, employee or agent of

another entity), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred in connection

with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative. The A&R Bylaws also

provide for mandatory advancement of expenses incurred in defending or otherwise participating in any such proceeding, subject to an

undertaking by the covered person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.

Any amendment, repeal, modification or elimination of these indemnification provisions shall not adversely affect any right or protection

of a covered person in respect of any act or omission occurring prior to the time of such amendment.

Stockholder

Action by Written Consent

The

A&R Bylaws provide that, for so long as Applied Parent beneficially owns more than 50% of the voting power of the then outstanding

shares entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special

meeting of stockholders may be taken without a meeting, without prior notice and without a vote, by written consent of stockholders holding

not less than the minimum number of votes necessary to authorize such action. At all other times, stockholder action may only be taken

at a duly called annual or special meeting of stockholders and may not be taken by written consent.

Special

Meetings of Stockholders

The

A&R Bylaws provide that special meetings of stockholders may be called solely and exclusively by the Board, the Chairman of the Board,

or, if applicable, by the holders of any series of Preferred Stock as provided for in the A&R Articles. Stockholders do not have

the right to call special meetings.

Quorum

Requirements

The

A&R Bylaws provide that, for so long as Applied Parent beneficially owns more than 50% of the voting power of the then outstanding

shares entitled to vote, a two-thirds (66 2/3%) supermajority in voting power shall be required to constitute a quorum at any meeting

of stockholders. At all other times, a majority in voting power shall constitute a quorum.

Amendments

The

A&R Bylaws provide that, for so long as Applied Parent beneficially owns at least 30% of the voting power of the then outstanding

shares entitled to vote generally in the election of directors, the bylaws may be altered, amended or repealed by the Board without stockholder

approval; at such time as Applied Parent’s ownership falls below such threshold, amendment of the bylaws requires either Board

action with prior stockholder approval, or stockholder action with prior Board approval, in either case by the affirmative vote of at

least a majority in voting power of all then outstanding shares entitled to vote, voting together as a single class.

Exclusive

Forum Selection

The

A&R Bylaws include an exclusive forum provision providing that, unless the Company consents in writing to the selection of an alternative

forum, (i) the Eighth Judicial District Court of Clark County, Nevada, or the Court of Chancery of the State of Delaware, will be the

sole and exclusive forum for certain actions, suits or proceedings, including any “internal actions” (as defined under Nevada

law), provided that actions constituting internal actions must be brought exclusively in the Nevada state courts, and (ii) the federal

district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising

under the Securities Act.

Advance

Notice and Proxy Access Provisions

The

A&R Bylaws contain advance notice provisions requiring stockholders who wish to bring business or make nominations at an annual or

special meeting of stockholders to deliver timely written notice to the Secretary of the Company, in each case complying with detailed

informational and procedural requirements. The A&R Bylaws also include proxy access provisions permitting a stockholder, or a group

of up to 20 stockholders, who have continuously owned at least 3% of the Company’s outstanding voting power for at least three

years, to nominate and have included in the Company’s proxy materials a number of director nominees equal to the greater of two

(2) or 25% of the Board, subject to specified eligibility, procedural and informational requirements.

Acquisition

of Controlling Interests

The

A&R Bylaws expressly provide that Sections 78.378 through 78.3793 of the Nevada Revised Statutes (the “Acquisition of Controlling

Interest Statute”) apply to the Company. These provisions restrict the voting rights of shares acquired in a “control share

acquisition” unless such voting rights are approved by disinterested stockholders. The Acquisition of Controlling Interest Statute

does not apply to Applied Parent or its subsidiaries, or to certain acquisitions by such entities or their estate-planning vehicles.

Item

4.01. Changes in Registrant’s Certifying Accountant.

May 5, 2026, the audit committee of the Board approved (i) the termination of the engagement of WithumSmith+Brown, PC (“Withum”),

the Company’s independent registered public accounting firm prior to the Business Combination, and (ii) the engagement of CBIZ

CPAs P.C. (“CBIZ”) as the independent registered public accounting firm to audit the Company’s consolidated financial

statements for the year ending May 31, 2026 (the “2026 Annual Report”). Subject to the completion of CBIZ’s standard

client acceptance procedures, CBIZ’s appointment was effective immediately after the Closing. CBIZ serves as the independent registered

public accounting firm of Applied Parent, and therefore served as the independent registered public accounting firm of Cloud, as a wholly

owned indirect subsidiary of Applied Parent, prior to the Business Combination. Withum was informed on May 5, 2026 that it would

not be retained to serve as the Company’s independent registered public accounting firm immediately after the Closing.

The

report of Withum on the Company’s consolidated financial statements as of and for the year ended December 31, 2025, did not contain

an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles,

except that such report contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue

as a going concern because of the Company’s liquidity condition.

During

the period from January 1, 2024 to December 31, 2025, and the subsequent interim period through May 5, 2026, there were no: (i)

disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the

satisfaction of Withum would have caused Withum to make reference thereto in its reports on the consolidated financial statements for

such years, or (ii) reportable events (as described in Item 304 (a)(1)(v) of Regulation S-K).

During

the period from January 1, 2024 to December 31, 2025, and the subsequent interim period through May 5, 2026, neither the Company

nor anyone on the Company’s behalf consulted with CBIZ regarding (i) the application of accounting principles to a specified transaction,

either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no

written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company

in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of

a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item

304(a)(1)(v) of Regulation S-K of the Exchange Act.

The

Company provided Withum with a copy of the foregoing disclosures prior to the filing of this Current Report and requested that Withum

furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above.

A copy of Withum’s letter, dated May 5, 2026, is attached as Exhibit 16.1 to this Current Report.

Item

5.01. Changes in Control of Registrant.

The

information set forth in the Explanatory Note, Item 2.01 of this Current Report regarding the Business Combination and the information

set forth in Item 5.02 of this Current Report regarding the Board and the Company’s executive officers of the Company following

the Business Combination are incorporated by reference into this Item 5.01.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

The

information set forth in the Explanatory Note and Items 1.01 and 2.01 of this Current Report is incorporated by reference herein.

Board

of Directors

connection with the Closing, immediately prior to the Closing and effective as of the Closing Date, the following directors tendered

their resignations from the Board and each committee of the Board on which each such director respectively served: Mary Ann Cloyd, Corinna

Lathan, Ph.D., Charles Li, Ph.D., and Deborah Lafer Scher, which resignations were not the result of any disagreements with the Company

or its management relating to the Company’s operations, policies or practices.

of the Closing, the Company qualified as a “controlled company” under the Nasdaq Listing Rules because following the Business

Combination more than 50% of the voting power of its Common Stock is owned by Contributor. As a “controlled company,”

the Company is entitled to rely on certain exemptions from the corporate governance requirements of The Nasdaq Stock Market LLC (the

“Nasdaq Stock Market”), including:

● the

requirement that a majority of the Board consists of independent directors;

● the

requirement that its director nominees be selected or recommended for the Board’s selection

by a majority of the Board’s independent directors in a vote in which only independent

directors participate or by a nominating committee comprised solely of independent directors,

in either case, with board resolutions or a written charter, as applicable, addressing the

nominations process and related matters as required under the federal securities laws; and

● the

requirement that its compensation committee be composed entirely of independent directors

with a written charter addressing the compensation committee’s purpose and responsibilities.

Effective

upon the Closing, on May 5, 2026, the size of the Board was increased to seven members and the Board was reconstituted as follows:

Wes Cummins (Chairman), Ella Benson, Ying Cenly Chen, the Company’s Chief Executive Officer, William M. Clancy, Scott G. Davis,

Douglas Miller and Richard Nottenburg. In addition, on May 1, 2026, immediately after Closing, the compensation committee

and nominating and governance committee of the Board were dissolved.

Under

the Nasdaq Listing Rules, a majority of the members of the board of directors must qualify as “independent,” as affirmatively

determined by the board of directors and a director will only qualify as an “independent director” if, in the opinion of

that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director. Although as a controlled company, as described above, the Company is not

required to comply with the Nasdaq Listing Rules for the majority of members of the Board to be independent, the Company has elected

not to rely upon this exemption. The Board has determined that each of Ms. Benson, Mr. Clancy, Mr. Miller and Dr. Nottenburg qualify

as “independent directors” as defined by the Nasdaq Listing Rules and therefore, at Closing, the Board is comprised

of a majority of independent directors.

of the Closing Date, the audit committee of the Board consisted of Ms. Benson, Mr. Clancy and Mr. Miller, with Mr. Clancy serving as

the Chair of the committee. The Board determined that each member of the audit committee qualifies as an independent director under the

independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Exchange Act, and the applicable Nasdaq

listing requirements and that Mr. Clancy qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)

of Regulation S-K, and which member or members possess financial sophistication, as defined under the rules of Nasdaq.

Each

of the appointed directors’ biographical information is set forth below. The Company’s director compensation policy prior

to the Business Combination remains in effect.

Wes

Cummins

Mr.

Cummins serves as the Chairman of the Board as of the Closing. Mr. Cummins has served as a member of Applied Parent’s board of

directors from 2007 until 2020 and from March 11, 2021, through present. During that time Mr. Cummins also served in various executive

officer positions and he is currently serving as the Chairman of Applied Parent’s board of directors and as Applied Parent’s

Chief Executive Officer. Mr. Cummins is also the founder and CEO of 272 Capital LP, a registered investment advisor. Prior to founding

272 Capital and starting Applied Parent’s operating business, Mr. Cummins was an analyst with Nokomis Capital, L.L.C., an investment

advisory firm, a position he held from October 2012 until February 2020. Mr. Cummins also served as President of B. Riley & Co.,

from 2002 to 2011. Mr. Cummins also serves as a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a fabless

designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets.

Mr. Cummins served on the board of directors of Telenav (NASDAQ: TNAV) from August 2016 until February 2021. Mr. Cummins also served

on the board of directors of Vishay Precision Group, Inc. (NYSE: VPG) from July 2017 to June 2024. He holds a BSBA from Washington University

in St. Louis where he majored in finance and accounting. The Board has concluded that Mr. Cummins is well-qualified to serve on the Board

because of his business and leadership experience.

Douglas

Miller

Mr.

Miller serves as a director on the Board as of the Closing. Mr. Miller has served as a member of the board of directors of four public

companies over the past nine years: Applied Digital Corporation (NASDAQ: APLD) from April 2021 to present, Telenav, Inc, a wireless application

developer specializing in personalized navigation services (“Telenay”). (NASDAQ: TNAV) from July 2015 to February 2021, CareDx,

Inc, a medical company (“CareDx”). (NASDAQ: CDNA) from July 2016 to May 2017, and Procera Networks, Inc,a technology company

(“Procera”). (NASDAQ: PKT) from May 2013 to June 2015. He has chaired the Audit Committee for Telenav, CareDX, and Procera,

and has also served as a Lead Independent Director and as chair or committee member on Compensation, Nominating and Corporate Governance

and Special committees. Prior to his roles as board member, Mr. Miller served as Senior Vice President, chief financial officer and treasurer

of Telenav, Inc., from 2006 to 2012. From 2005 to 2006, Mr. Miller served as vice president and chief financial officer of Longboard,

Inc., a privately held provider of telecommunications software. Prior to that, from 1998 to 2005, Mr. Miller held various management

positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a formerly-publicly traded electronic

design automation company. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor

company, and as an audit partner at Ernst & Young LLP, a professional services organization. Mr. Miller was a certified public accountant

(inactive). He holds a B.S.C. in Accounting from Santa Clara University. The Board has concluded that Mr. Miller is well-qualified to

serve on the Board because of his business experience and board experience at publicly traded companies.

Richard

Nottenburg

Dr.

Nottenburg serves as a director on the Board as of the Closing. Since June 2021, Dr. Nottenburg has served as a member of the board of

directors of Applied Parent, including serving on the board’s Audit Committee. Dr. Nottenburg is also the Chair of Applied Parent’s

Compensation Committee of the board. Dr. Nottenburg is Executive Chairman of NxBeam Inc., which designs and builds leading proprietary

mmWave ICs and radio products to power the next generation of satellite and terrestrial communication networks. He is also a member of

the board of directors of Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G and 4G chips and modules for

massive, broadband and critical IoT applications where he serves on both the audit and compensation committees. Previously, Dr. Nottenburg

was on the board of directors of Verint Systems Inc. (NASDAQ: VRNT), a customer engagement company from July 2011 through December 2025.

He also served as President and Chief Executive Officer and a member of the board of directors of Sonus Networks, Inc., a communications

company from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive

Vice President, Chief Strategy Officer and Chief Technology Officer. Dr. Nottenburg holds a BSEE from New York University - Polytechnic

School of Engineering, a master’s degree in electrical engineering from Colorado State University, and a PhD in electrical engineering

from Ecole Polytechnique Fédérale de Lausanne. The Board has concluded that Dr. Nottenburg is well-qualified to serve on

the Board because of his industry expertise and board experience at publicly traded companies.

Ella

Benson

Ms.

Benson serves as a director on the Board as of the Closing. Since May 2024, Ms. Benson has served as a member of Applied Parent’s

board of directors where she is also the Chairperson of the Nominating and Corporate Governance Committee. Ms. Benson brings over a decade

of experience in financial services and is a Director at Oasis Management Co., Ltd. (“Oasis”). She has substantial experience

working with public companies undergoing strategic transitions. Ms. Benson served on the board of directors of Stratus Properties Inc.

(NASDAQ: STRS) from 2017 to 2020. Prior to joining Oasis in 2013, Ms. Benson was an analyst at GAM Investments, an independent asset

management firm, from 2009 to 2013. Ms. Benson holds a Bachelor of Business Administration in Finance from the McCombs School of Business

at the University of Texas at Austin. The Board has concluded that Ms. Benson is well-qualified to serve on the Board because of her

substantial experience working with public companies undergoing strategic transitions.

William

M. Clancy

Mr.

Clancy serves as a director on the Board as of the Closing. Mr. Clancy has served as the Executive Vice President and Chief Financial

Officer of Vishay Precision Group, Inc. (NYSE: VPG), an industry-leader in manufacturer of specialized sensors, weighing solutions, and

measurement systems based on precision foil technology, since November 2009. Previously, Mr. Clancy was Corporate Controller of Vishay

Intertechnology from 1993 until November 2009. He became a Vice President of Vishay Intertechnology in 2001 and a Senior Vice President

of Vishay Intertechnology in 2005. Mr. Clancy served as Corporate Secretary of Vishay Intertechnology from 2006 to 2009. From June 2000

until May 2005 Mr. Clancy served as the principal accounting officer of Siliconix, Inc, a semiconductor company, prior to its acquisition

by Vishay Intertechnology. Mr. Clancy had been employed by Vishay Intertechnology since 1988. Mr. Clancy is a licensed CPA in Pennsylvania.

Mr. Clancy holds a Bachelors of Science in Business Administration, Accounting and Finance from La Salle University. The Board has concluded

that Mr. Clancy is well-qualified to serve on the Board because of his business and leadership experience.

Ying

Cenly Chen

Ms.

Chen serves as a director on the Board and as the Company’s Chief Executive Officer as of the Closing. Ms. Chen had been employed

by Super Micro Computer, Inc. (Nasdaq: SMCI) located in San Jose, CA since March 2008 and held various executive positions at SMCI since

September 2015, including most recently as Chief Growth Officer, Senior Vice President & Managing Director from October 2023 to April

2026. She also served as Director of Enterprise Business at Global Crossing from February 2003 to March 2004. Ms. Chen holds a Bachelor

of Science from Fudan University. The Board has concluded that Ms. Chen is well-qualified to serve on the Board because of her substantial

executive leadership and business experience.

Scott

G. Davis

Mr.

Davis serves as the Chief Executive Officer of Ekso Bionics, Inc. (the wholly owned subsidiary of the Company at Closing) as of the Closing

and as a member of the Board since December 2022. Mr. Davis previously served as the Company’s Chief Executive Officer from December

2022 through the Closing. Previously, Mr. Davis served as the Company’s President and Chief Operating Officer from January 2022

through December 2022 after first serving as Executive Vice President of Strategy and Corporate Development from April 2021 through January

2022. Mr. Davis has more than two decades of worldwide leadership success in fast growing high-tech companies. Prior to joining the Company,

from December 2018 through March 2021, Mr. Davis served as Chief Executive Officer of Globalmatix, Inc., a disruptive Internet of Things

connected telematics solution provider, and from January 2017 through December 2018, he served as Senior Vice President of Strategy for

GetWireless, LLC, a telecommunications equipment provider. From 2015 through 2020, he provided C-level consulting services assisting

on scalability, process improvement, business development, M&A support and go-to-market strategy as President of SGD Executive Services

LLC, a consulting firm. From 2007 through 2015, Mr. Davis served as Vice President of Global Sales Enterprise Solutions for Sierra Wireless,

Inc, a wireless communications equipment designer. (Nasdaq: SWIR). Mr. Davis has a B.S. in Business Administration from Bloomsburg University.

The Board has concluded that Mr. Davis is well-qualified to serve on the Board because of many years of executive leadership experience

and his extensive operational and sales background.

Other

than as described herein, there are no arrangements or understandings between any of the directors or officers, and any other person

pursuant to which they were appointed as an officer or director and each director and officer does not have a direct or indirect material

interest in any “related party” transaction required to be separately disclosed pursuant to Item 404(a) of Regulation S-K.

No director or officer has any family relationships with any of the Company’s directors or executive officers.

Certain

Relationships and Related Party Transactions

With

respect to the Company’s directors, there are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a)

of Regulation S-K, except for Mr. Cummins. The following transactions are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation

S-K with respect to Mr. Cummins and the Company:

Business

Combination and MIP Interests

described in this Current Report, on the Closing Date, the Company consummated the Business Combination, pursuant to which Cloud

became a wholly owned subsidiary of the Company. Prior to the Business Combination, Cloud was a wholly owned indirect subsidiary of Applied

Parent. Following the Closing, Applied Parent and the Contributor continue to beneficially own approximately 97% in the aggregate

of the outstanding shares of Common Stock and, as a result, both entities are deemed to be “related persons”

under Item 404(a).

Mr.

Cummins is a related person under Item 404(a) because he is the Chief Executive Officer and Chairman of the board of directors of

Applied Parent, and serves as Chairman of the Board. He is also a greater than 5% beneficial owner of Contributor’s voting

securities, which holds approximately 96% voting power of the Company directly. As of the date hereof, he is also an approximately

7.6% beneficial owner of the common stock of Applied Parent (as disclosed on Mr. Cummins’s most recent report on Schedule 13D/A

filed with the SEC on January 8, 2026) and Applied Parent owns indirectly 100% of Contributor and 1% of the voting power of the Company

directly. Applied Parent and Contributor together beneficially own approximately 97% of the Company. As such, Mr. Cummins has a material

interest in the Business Combination as a result of his beneficial ownership of approximately 7.6% of Applied Parent. Pursuant

to the Contribution and Exchange Agreement, Contributor, the direct parent of Cloud at the time of the Closing, has contributed to the

Company all of its right, title and interest in and to Contributed Shares, in exchange for 138,216,820 shares of Common Stock, which

Mr. Cummins has an indirect ownership in through his equity ownership and equity compensation arrangements with Applied Parent.

addition, in connection with the Contribution and Exchange Agreement, on April 9, 2026, APLD ChronoScale Management LLC (“Management

LLC”), an entity formed for the purpose of issuing the equity awards described below, granted certain profits interests awards

consisting of Management Incentive Plan Units (“MIP Units”) in Management LLC to Wes Cummins, the Chairman of the Board.

The award was fully vested upon grant and was granted under a newly adopted APLD ChronoScale Management LLC Equity Incentive Plan (the

“Management LLC Incentive Plan”).

The

Management LLC Incentive Plan provides selected executives, key employees, consultants, independent contractors, board members, advisory

board members, and other service providers of the Contributor group of companies (the “Holdco Group”) with an incentive to

participate in the success and growth of the Holdco Group through awards of MIP Units, which are designed to track the appreciation of

the equity in the Company. Mr. Cummins’s interest in the MIP Units (as defined below) are estimated to be of nominal value of the date of grant.

The

disclosure items related to the Business Combination and the Services Agreement for Item 404(a)(3) and 404(a)(4), including the approximately

dollar value of the interest in the transaction, set forth in Item 1.01 of this Current Report are incorporated by reference herein.

Executive

Officers

connection with the Closing, as of May 5, 2026, Scott G. Davis remains with the Company and has transitioned to the role of Chief

Executive Officer of Ekso Bionics, Inc. (a wholly owned subsidiary of the Company and the legacy business of Ekso) as of Closing

and as such, is no longer the Chief Executive Officer of the Company. As of May 5, 2026, Jason C. Jones remains with the Company

and has transitioned to the role of Chief Operating Officer of Ekso Bionics, Inc. as of Closing, and as such, is no longer the Chief

Operating Officer of the Company. Additionally, the Board appointed and confirmed the following executive officers of the Company, effective

as of the Closing:

Name

Position

Ying

Cenly Chen

Chief

Executive Officer

Jerome

Wong

Chief

Financial Officer

Ying

Cenly Chen

See

Ms. Chen’s biography under the section titled “Board of Directors” above.

Jerome

Wong

Jerome

Wong has served as the Company’s Chief Financial Officer and Corporate Secretary since October 2022. Prior to his role as the Company’s

Chief Financial Officer, he served as the Company’s Controller starting in May 2017, bringing 25 years of experience in finance,

accounting and strategy to this role focusing on high technology and life sciences in public companies. Previously, Mr. Wong worked from

2009 through 2016 as a corporate controller or assistant corporate controller in companies including ABM Industries, Inc. from July 2006

through September 2008, XOMA Corporation from July 2009 through October 2014, and Pattern Energy Group Inc. from October 2014 to December

2015. Mr. Wong is a Canadian Chartered Professional Accountant and has a B.A. in Finance and Accounting from The University of British

Columbia.

With

respect to the Company’s executive officers, there are no related party transactions reportable under Item 5.02 of Form 8-K and

Item 404(a) of Regulation S-K.

Employment

Agreements

the Closing Date, the Company and Ying Cenly Chen entered into an Offer Letter, dated May 5, 2026 (the “Offer Letter”)

as well as an Employee Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement (the “Covenants Agreement”),

attached as Exhibit A to the Offer Letter. Pursuant to the terms of the Offer Letter, Ms. Chen shall serve as the Chief Executive

Officer of the Company, effective as of May 5, 2026 (the “Effective Date”). The Offer Letter provides that Ms. Chen

is eligible to receive a base salary of $650,000 per annum, subject to review from time to time, and is also eligible for a discretionary

annual bonus with a target amount of 100% of her annual base salary. The Offer Letter contemplates a grant to Ms. Chen of 2,800,000 restricted

stock units (“RSUs”) subject to time-based vesting conditions, as set forth in the Offer Letter. In addition, the Offer Letter

provides that if Ms. Chen’s employment is terminated without Cause (as defined in the Offer Letter), Ms. Chen will receive, subject

to her execution, delivery, and non-revocation of a general release of claims in a form provided by the Company, (i) an amount equal

to eighteen months of her then-current annual base salary, payable in equal installments in the form of salary continuation, (ii) payment

of any unpaid annual bonus for the preceding fiscal year, in an amount equal to the amount Ms. Chen would have received had her employment

not terminated, (iii) a pro-rata annual bonus for the fiscal year in which the termination occurs, based on the amount Ms. Chen would

have received, had employment not terminated, and (iv) if such termination occurs prior to the two-year anniversary of the Effective

Date, accelerated vesting of 50% of Ms. Chen’s then-unvested RSUs.

Under

the Covenants Agreement, Ms. Chen is bound by an indefinite confidentiality obligation, non-competition and non-solicitation covenants,

an assignment of intellectual property obligation, and an indefinite non-disparagement obligation.

The

foregoing description of the Offer Letter, including Exhibit A thereto, is not complete and is qualified in its entirety to the

full text of the Offer Letter, a copy of which is included as Exhibit 10.6 to this Current Report and is incorporated by reference

herein.

2026

Omnibus Equity Incentive Plan

Effective

upon the Closing, the Company adopted the 2026 Plan. The 2026 Plan was approved by the Board and by the Principal Stockholders on February

20, 2026.

The

purpose of the 2026 Plan is to provide a means whereby eligible employees, officers, non-employee directors and other service providers

develop a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage them

to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The

key provisions of the 2026 Plan are as follows:

● The

2026 Plan will continue until terminated by the Board, but no awards shall be granted on

or after the 10th anniversary of the date of the 2026 Plan’s initial adoption

by the Board.

● The

2026 Plan provides for the grant of stock options, stock appreciation rights, restricted

stock, restricted stock units, performance shares, and performance stock units, incentive

bonus awards, other cash-based awards and other stock-based awards to eligible employees,

non-employee directors and other service providers, to be granted from time to time as determined

by the Board or its designees.

● An

aggregate of 22,500,000 shares of Common Stock is authorized for issuance pursuant to awards

under the 2026 Plan.

● Persons

eligible to be granted awards under the 2026 Plan are those employees, officers, directors,

consultants, advisors and other service providers of the Company and any subsidiary who is

determined by the Board to be a prospective employee, officer, director, consultant, advisor

or any other service provider of the Company or any subsidiary.

● The

2026 Plan is be administered by the Board or, if designated by the Board, the committee of

the Board delegated with the authority to administer the 2026 Plan.

connection with the adoption of the 2026 Plan, the Ekso Bionics Holdings, Inc. 2017 Employee Stock Purchase Plan and the Ekso Bionics

Holdings, Inc. Amended and Restated 2014 Equity Incentive Plan were terminated immediately prior to the Closing, provided that outstanding

awards under the 2014 Equity Incentive Plan will continue to be governed by their existing terms.

The

material terms and conditions of any awards granted to the Company’s named executive officers will be disclosed in accordance with

applicable SEC rules.

The

foregoing description of the 2026 Plan is not complete and are subject in their entirety by reference to the 2026 Plan, a copy of which

is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the extent required by this Item 5.03, the information set forth in Items 2.01 and 3.03 of this Current Report is incorporated herein

by reference.

connection with the Business Combination, as of the Closing Date, the Company changed its fiscal year end from December 31 to May 31.

Accordingly, the Company will file annual and quarterly reports based on the May 31 fiscal year-end.

Forward-Looking

Statements

in this Current Report about future expectations, plans, and prospects, as well as any other statements regarding matters that are not

historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform

Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”

“should,” “target,” “will,” “would,” and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially

from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to,

(i) statements regarding the Company, its plans and objectives and certain rights under the Investor Rights Agreement and Services Agreement;

(ii) statements of assumptions underlying other statements and statements about the Company or its business; (iii) statements regarding

the Company’s intentions regarding executive compensation for the Company’s executive officers; and (iv) statements regarding

the estimated financial results. You are cautioned not to rely on these forward-looking statements. These statements are based on current

expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or

unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations. These risks,

uncertainties, and other factors include: difficulties and delays in integrating the combined business resulting from the Business Combination;

the possibility that the anticipated benefits of the Business Combination are not realized when expected or at all, including as a result

of the impact of, or problems arising from, the integration of the two companies; limitations on the Company’s ability to attract

and retain key personnel, including executive officers and Board members of the Company; customer concentration, and an inability to

renew existing customer agreements; the success of the Company’s risk management activities, including any failure by the Company

to implement and maintain effective internal controls; litigation, including the potential litigation concerning the Business Combination;

cash flow and access to capital; conditions in the debt and equity capital markets; changes resulting from the Company’s finalization

of its financial statements for and as of the year ending May 31, 2026; uncertainties related to market conditions, the other

factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on February

23, 2026, as amended on April 10, 2026, subsequently filed Quarterly Reports on Form 10-Q, the Information Statement, and the

risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in

this Current Report speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking

statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

Item

9.01. Financial Statements and Exhibits.

(a)

Financial

statements of businesses acquired.

The

audited consolidated financial statements of Cloud as of and for the year ended May 31, 2025 are included in the Information Statement

on pages F-15 through F-20 and are incorporated herein by reference as Exhibit 99.1.

The

remaining financial statements of the Company required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report not later than 71 calendar days after the date on which this Current Report is required to be filed.

(b)

Pro

forma financial information.

The

unaudited pro forma financial statements for Ekso on a combined company basis as of and for the year ended December 31, 2025 are included

in the Information Statement on pages 15 through 71 and are incorporated herein by reference as Exhibit 99.2.

The

remaining pro forma financial statements of the Company required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current

Report not later than 71 calendar days after the date on which this Current Report is required to be filed.

(d)

Exhibits.

Exhibit

Description

3.1

Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).

3.2

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).

10.1†

Contribution and Exchange Agreement, dated February 15, 2026, by and among Ekso Bionics Holdings, Inc., APLD ChronoScale Holdco LLC, APLD Intermediate Holdco LLC, and Applied Digital Cloud Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).

10.2**†

Securities Purchase Agreement, by and between ChronoScale Corporation and Applied Digital Corporation, dated May 1, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2026).

10.3*†

Investor Rights Agreement by and between ChronoScale Corporation and APLD ChronoScale Holdco LLC, dated May 1, 2026.

10.4*†

Management Advisory and Corporate Services Agreement, by and between ChronoScale Corporation and Applied Digital Corporation, dated May 5, 2026.

10.5^

Form of Indemnity Agreement.

10.6*^

Offer Letter by and between ChronoScale Corporation and Ying Cenly Chen, dated May 5, 2026.

10.7^

2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).

16.1*

Letter

dated May 5, 2026 from WithumSmith+Brown, PC to the Securities and Exchange Commission.

99.1

Audited consolidated financial statements of Applied Digital Cloud Corporation as of and for the year ended May 31, 2025 (incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on April 3, 2026).

99.2

Unaudited interim financial statements for the Company as of and for the year ended December 31, 2025 (incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on April 3, 2026).

104

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

Filed

herewith.

Previously filed.

†

Annexes,

schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

Indicates

a management contract or compensatory plan.

SIGNATURES

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.

Dated:

May 5, 2026

CHRONOSCALE

CORPORATION

By:

/s/

Ying Cenly Chen

Name:

Ying

Cenly Chen

Title:

Chief

Executive Officer

EX-10.3

Filename: ex10-3.htm · Sequence: 2

Exhibit

10.3

INVESTOR

RIGHTS AGREEMENT

DATED

AS OF MAY 5, 2026

BETWEEN

CHRONOSCALE

CORPORATION

AND

APLD

CHRONOSCALE HOLDCO LLC

TABLE

OF CONTENTS

Page

ARTICLE I. INTRODUCTORY MATTERS

Section

1.1

Defined

Terms.

Section

1.2

Construction.

ARTICLE II. CORPORATE GOVERNANCE MATTERS

Section

2.1

Initial

Board Composition.

Section

2.2

Election

of Directors.

Section

2.3

Compensation

Section

2.4

Other

Rights of APLD Designees.

Section

2.5

Indemnification

Agreements.

Section

2.6

Director

Independence.

Section

2.7

Actions

Requiring APLD Investor Approval.

ARTICLE III. INFORMATION RIGHTS

Section

3.1

Books

and Records; Access.

Section

3.2

Certain

Reports.

Section

3.3

Information

Rights.

Section

3.4

Information

Sharing.

Section

3.5

APLD

Investor Observer Rights.

ARTICLE IV. ADDITIONAL COVENANTS

Section

4.1

Pledges

or Transfers.

Section

4.2

Spin-Offs

or Split-Offs.

Section

4.3

Preemptive

Rights.

Section

4.4

Registration

Rights.

ARTICLE V. GENERAL PROVISIONS

Section

5.1

Termination.

Section

5.2

Notices.

Section

5.3

Amendment;

Waiver.

Section

5.4

Further

Assurances.

Section

5.5

Assignment;

Permitted Transferees.

Section

5.6

Third

Parties.

Section

5.7

Governing

Law.

Section

5.8

Jurisdiction;

Waiver of Jury Trial..

Section

5.9

Specific

Performance.

Section

5.10

Entire

Agreement.

Section

5.11

Severability.

Section

5.12

Table

of Contents, Headings and Captions.

Section

5.13

Grant

of Consent.

Section

5.14

Counterparts.

Section

5.15

Effectiveness.

Section

5.16

Recourse.

Section

5.17

Obligations

are Several.

INVESTOR

RIGHTS AGREEMENT

This

Investor Rights Agreement (this “Agreement”) is entered into as of May 5, 2026 (the “Effective Date”)

by and between ChronoScale Corporation, a Nevada corporation (the “Company”), and APLD ChronoScale Holdco LLC, a Delaware

limited liability company (the “Investor”). Certain terms used in this Agreement are defined in Section

1.1.

RECITALS:

WHEREAS,

in connection with the Contribution Transactions and effective upon the Effective Date, the parties hereto desire to set forth their

agreement with respect to governance, registration rights and certain other matters in relation to the Company, in each case in accordance

with the terms and conditions of this Agreement.

NOW,

THEREFORE, the parties hereto agree as follows:

ARTICLE

INTRODUCTORY MATTERS

Section

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate”

has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agreement”

has the meaning set forth in the Preamble.

“APLD

Designator” means the Investor or any other APLD Investor designated by the Investor in writing.

“APLD

Designee” has the meaning assigned to such term in Section 2.2(a).

“APLD

Investors” means the Investor, APLD Parent and any Permitted Transferee that becomes party to this Agreement as an “APLD

Investor” in accordance with Section 5.5 hereof.

“APLD

Parent” means Applied Digital Corporation, a Nevada corporation.

“Beneficially

Own” (including its correlative meanings “Beneficial Owner” and “Beneficial Ownership” and words with

a similar correlative meaning) has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“Board”

means the board of directors of the Company from time to time.

“Business

Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in

New York City are authorized or required by law to close.

“Chairman”

has the meaning set forth in Section 2.1.

“Contribution

and Exchange Agreement” means that certain Contribution and Exchange Agreement, dated as of February 15, 2026, by and among

the Company, the APLD Investor, and the other parties thereto.

“Common

Stock” means shares of common stock, par value $0.001 per share, of the Company, and any securities issued in respect thereof,

or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,

merger, consolidation or similar transaction.

“Company”

has the meaning set forth in the Preamble.

“Company

Articles” means the Company’s Second Amended and Restated Articles of Incorporation as in effect on the date hereof and

as may be amended, restated or modified and in effect from time to time.

“Contribution

Transactions” means the transactions contemplated by the Contribution and Exchange Agreement.

“Control”

(including its correlative meanings, “Controlled” “Controlling” and “under common Control

with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether

through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“Deemed

Liquidation Event” means (i) any voluntary or involuntary liquidation, dissolution or winding up of the Company or (ii) the

consummation of a Fundamental Transaction.

“Director”

means any director of the Company from time to time.

“Effective

Date” has the meaning set forth in the Preamble.

“Equity

Securities” means any and all shares of Common Stock of the Company, and any and all securities of the Company convertible

into, or exchangeable or exercisable for (whether or not subject to contingencies or the passage of time, or both), such shares, and

any options, warrants or other rights to acquire shares of Common Stock of the Company.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same

may be amended from time to time.

“Fundamental

Transaction” means, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation

of the Company with or into another Person (other than a consolidation or merger in which the Company is the continuing corporation and

that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), (ii) the Company, directly

or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of a business unit in excess of

30% of the Company’s revenues or of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole,

in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by

the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their

shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)

the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with another Person, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock.

“Governmental

Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory

or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Information”

has the meaning set forth in Section 3.1 hereof.

“Law”

means any statute, law, ordinance, rule, treaty, code, directive, regulation, governmental approval (whether granted or required) or

Governmental Order, in each case, of any Governmental Authority.

“Lien”

means any lien (statutory or otherwise), mortgage, pledge, conditional or installment sale agreement, encumbrance, hypothecation, defect

in title, covenant, condition, restriction, charge, proxy, voting right, option, right of first offer, drag-along, pre-emptive right,

right of first refusal, lease, sublease, license, easement, security interest, trust, deed of trust, equitable interest, preference,

right of possession, right-of-way, encroachment, zoning restriction, conditional sales agreement or title retention agreement or lease

in the nature thereof, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising

by operation of Law (including any restriction on the voting of any security, any restriction on the receipt of any income derived from

any asset, any restriction on the use of any asset and any restriction on the transfer of any security or other asset, and any restriction

on the possession, exercise or transfer of any other attribute of ownership of any asset), and including any agreement to give any of

the foregoing.

“New

Securities” means, collectively, Equity Securities of the Company, whether or not currently authorized, as well as rights,

options, or warrants to purchase such Equity Securities, or securities of any type whatsoever that are, or may become, convertible or

exchangeable into or exercisable for such Equity Securities.

“NewCo”

has the meaning set forth in Section 4.2 hereof.

“Non-Recourse

Party” has the meaning set forth in Section 5.16 hereof.

“Own”

means, with respect to capital stock or any other tangible or intangible property, to directly or indirectly, Beneficially Own, own of

record, or have good and marketable title to such stock or property.

“Permitted

Liens” means (i) Liens for current taxes, or governmental assessments, charges or claims of payment not yet past due or the

amount or validity of which is being contested in good faith by appropriate Proceedings and for which adequate reserves in accordance

with generally accepted accounting principles as applied in the United States have been established, (ii) mechanics’, workmen’s,

repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business consistent with past practice

for sums not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Proceedings and for

which adequate reserves in accordance with generally accepted accounting principles as applied in the United States have been established,

(iii) easements, rights of way, and other similar encumbrances affecting real property that do not materially interfere with or impair

the present or proposed use, leasing or operation of the real property subject thereto, or the value thereof, (iv) with respect to any

leased real property, Liens encumbering the fee estate of such real property, (v) rights of landlords or lessors under leases, or the

leasehold or similar estates of third-party tenants or occupants of real property, executed in the ordinary course of business, so long

as such Liens are not exercised, (vi) any such matters of record, Liens and other imperfections of title that do not secure indebtedness,

and do not and would not reasonably be expected to, individually or in the aggregate, materially impair the continued ownership, use

and operation of the assets to which they relate or the value thereof, (vii) restrictions on transfers under applicable securities Laws,

and (viii) non-exclusive licenses of intellectual property.

“Permitted

Transferee” means APLD Parent, any Controlled Affiliate of APLD Parent or any acquirer of APLD Parent; provided, however, that

with respect to Controlled Affiliates, such Controlled Affiliate shall only be a Permitted Transferee for so long as such Affiliate remains

an Affiliate of APLD Parent.

“Person”

means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,

joint stock company, governmental agency or instrumentality or other entity of any kind.

“Proceeding”

means any claim, complaint, charge, grievance, suit, action, arbitration, mediation, audit, hearing, inquiry, investigation, or other

legal proceeding (in each case, whether civil, criminal, administrative, investigative, formal or informal) whether in equity or at law,

in contract, in tort or otherwise.

“Prospectus”

means (i) the prospectus included in the Registration Statement, as amended or supplemented by any prospectus supplement, with respect

to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments

and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,

and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act.

“Register,”

“registered” and “registration” refer to a registration made by preparing and filing a Registration

Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration

Statement or document.

“Registrable

Securities” means, in each case held by the APLD Investors, (i) any shares of Common Stock issued and (ii) any Common

Stock issued in respect of the securities described in clause (i) above upon any stock split, stock dividend, recapitalization, reclassification,

merger, consolidation or similar event; provided, however, that any such Registrable Securities shall cease to be Registrable

Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder

with respect thereto) upon the first to occur of (A) a Registration Statement with respect to the sale of such Registrable Securities

being declared effective by the SEC under the Securities Act and such Registrable Securities having been disposed of by the holder thereof

in accordance with such effective Registration Statement, (B) such Registrable Securities having been sold in accordance with Rule 144

(or another exemption from the registration requirements of the Securities Act), and (C) such Registrable Securities becoming eligible

for resale without restriction by an APLD Investor holding such security pursuant to Rule 144, including without volume or manner-of-sale

restrictions and without current public information requirements.

“Registration

Statement” means any registration statement of the Company under the Securities Act that covers the resale of any of the Registrable

Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including pre- and

post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“SEC”

means the U.S. Securities and Exchange Commission.

“SEC

Guidance” means (i) any publicly available written or oral guidance of the SEC staff, or any comments, requirements or requests

of the SEC staff and (ii) the Securities Act.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary”

means, with respect to any Person, any corporation, company, limited liability company, partnership, association or other business entity

of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of

any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly

or indirectly, by that Person or one or more of the other Subsidiaries of that Person or any combination thereof; or (ii) if a limited

liability company, partnership, association or other business entity, a majority of the total voting power of stock or majority ownership

interest of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly

or indirectly, by that Person or one or more Subsidiaries of that Person or any combination thereof. For purposes hereof, a Person or

Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business

entity if such Person or Persons shall (a) be allocated a majority of limited liability company, partnership, association or other business

entity gains or losses or shall be or (b) Control the managing member, managing director or other governing body or general partner of

such limited liability company, partnership, association or other business entity.

“Total

Number of Directors” means the total number of directors comprising the Board from time to time.

“Trading

Day” means a day on which the Nasdaq Stock Market, or such other principal United States securities exchange on which the Common

Stock is listed, quoted or admitted to trading, is open for the transaction of business (unless such trading shall have been suspended

for the entire day).

“Transfer”

(including its correlative meanings, “Transferor,” “Transferee” and “Transferred”)

shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber,

grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,

right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When

used as a noun, “Transfer” shall have such correlative meaning as the context may require.

“Voting

Securities” means, at any time, outstanding shares of any class of capital stock of the Company which are then entitled to

vote generally in the election of directors to the Board.

Section

1.2 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their

mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or”

is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words

“hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer

to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to sections of this Agreement

unless otherwise specified.

ARTICLE

II.

CORPORATE GOVERNANCE MATTERS

Section

2.1 Initial Board Composition. As of the Effective Date, the Board is comprised of seven (7) Directors, as follows: (i) Ying Cenly

Chen, the current Chief Executive Officer of the Company, (ii) Wes Cummins, Richard Nottenburg, Douglas Miller and Ella Benson, who constitute

the initial four (4) APLD Designees, and (iii) William M. Clancy and Scott G. Davis, the Chief Executive Officer of Ekso Bionics, Inc.

(a wholly owned subsidiary of the Company).Wes Cummins has been appointed as the chairman of the Board (the “Chairman”)

and shall continue to serve as Chairman for so long as he is an APLD Designee. Thereafter, the Chairman shall be elected by a majority

of the Board.

Section

2.2 Election of Directors.

(a)

From and after the Effective Date, for so long as the APLD Investors continue to Own at least fifty percent (50%) of the aggregate outstanding

Voting Securities, the APLD Designator shall have the right, but not the obligation, to designate, and the individuals nominated for

election as Directors by or at the direction of the Board or a duly authorized committee thereof shall include, a total of four (4) Directors

(each, an “APLD Designee”), and the APLD Designator shall have the right, but not the obligation, to consent to any

individual nominated for election to the Board seat initially occupied by the Chief Executive Officer of the Company. If and when the

APLD Investors collectively Own less than 50% of the aggregate outstanding Voting Securities, the APLD Designator shall have the right,

but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or

a duly-authorized committee thereof shall include: (i) if the APLD Investors collectively Own, 25% or more of the aggregate outstanding

Voting Securities, three (3) Directors; (ii) if the APLD Investors collectively Own at least 10% (but less than 25%) of the aggregate

outstanding Voting Securities, two (2) Directors; and (iii) if the APLD Investors collectively Own less than 10% of the aggregate outstanding

Voting Securities, one (1) Director (in each case, each such person shall be an “APLD Designee” for all purposes of this

Agreement). In addition, if the APLD Investors collectively Own at least 25% of the aggregate outstanding Voting Securities, the APLD

Designator shall have the right, but not the obligation, to consent to any individual nominated for election to the Board seat initially

occupied by the Chief Executive Officer of the Company.

(b)

Directors are subject to removal pursuant to the applicable provisions of the Company Articles and bylaws of the Company, as in effect

from time to time; provided, however, that, for as long as this Agreement remains in effect, the APLD Designees may only

be removed with the consent of the APLD Designator, delivered in accordance with Section 5.13 hereof, or by the stockholders in

accordance with applicable Law.

(c)

In the event that a vacancy is created at any time by death, disability, retirement, removal (with or without cause and subject to Section

2.2(b)), disqualification, resignation or otherwise with respect to an APLD Designee, any individual nominated by or at the direction

of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use reasonable best efforts

to cause such vacancy to be filled, as soon as reasonably possible, by a new designee of the APLD Designator.

(d)

The Company shall, to the fullest extent permitted by applicable Law, include in the slate of nominees recommended by the Board at any

meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the persons designated pursuant

to this Section 2.2 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating

each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies

or consents in favor thereof. In the event that any APLD Designee shall fail to be elected to the Board at any meeting of stockholders

called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its reasonable best efforts to cause

such APLD Designee (or a new designee of the APLD Designator) to be elected to the Board, as soon as possible, and the Company shall

take or cause to be taken, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish

the same, including, without limitation, actions to effect an increase in the Total Number of Directors.

(e)

In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the Company Articles

or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as the APLD Investors continue

to Own at least thirty percent (30%) of the aggregate outstanding Voting Securities, (i) any action by the Board to increase the Total

Number of Directors to greater than seven (7) shall require the prior written consent of the APLD Designator, delivered in accordance

with Section 5.13 hereof and (ii) in no event shall any decrease in the Total Number of Directors, in any instance, eliminate,

abridge, or otherwise modify the right of (A) the APLD Designator to designate APLD Designees in accordance with Section 2.2(a),

without the consent of the APLD Designator delivered in accordance with Section 5.13 hereof.

Section

2.3 Compensation. Except to the extent the APLD Designator may otherwise notify the Company with respect to the APLD Designees,

each APLD Designee shall be entitled to compensation consistent with the Director compensation received by other Directors, including

any fees and equity awards, provided, that (x) to the extent any Director compensation is payable in the form of equity awards, at the

election of an APLD Designee that is an employee or affiliate (within the meaning of Rule 144 under the Securities Act) of an APLD Investor,

in lieu of any equity award, such compensation shall be paid in an amount of cash equal to the value of the equity award as of the date

of the award, with any such cash subject to the same vesting terms, if any, as the equity awarded to other Directors and (y) at the election

of an APLD Designee that is an employee or affiliate (within the meaning of Rule 144 under the Securities Act) of an APLD Investor, any

Director compensation (whether cash, equity awards and/or cash in lieu of equity as may be designated by the electing APLD Designee)

shall be paid to an APLD Investor or an Affiliate thereof specified by such APLD Designee rather than to such APLD Designee. If the Company

adopts a policy that Directors own a minimum amount of equity in the Company, any APLD Designee that is an employee or affiliate of an

APLD Investor shall not be subject to such policy unless otherwise determined by the APLD Designator in its sole discretion.

Section

2.4 Other Rights of APLD Designees. Except as provided in Section 2.3, each APLD Designee serving on the Board shall be

entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the

Board are entitled. In furtherance of the foregoing, the Company shall, (i) to the maximum extent permitted by applicable Law, indemnify,

exculpate, and reimburse fees and expenses of the APLD Designees to the same extent it indemnifies, exculpates, reimburses and provides

insurance for the other members of the Board pursuant to the Company Articles or bylaws of the Company, applicable Law or otherwise and

(ii) provide the APLD Designees with director and officer insurance in such forms and amounts specified by and acceptable to the

Investor.

Section

2.5 Indemnification Agreements. Except as otherwise agreed by the Company and the Investor in writing, the Company has entered

into and shall at all times maintain in effect an indemnification agreement with each APLD Designee, in such form as has been previously

agreed to by each of the Company and the Investor.

Section

2.6 Director Independence. Notwithstanding anything to the contrary herein, the parties hereto shall ensure the composition of

the Board will continue to meet all applicable requirements for a controlled company listed on the Nasdaq Capital Market (or such other

stock exchange on which the Common Stock may be listed from time to time), including with respect to director independence.

Section

2.7 Actions Requiring APLD Investors Approval. From and after the Effective Date, for so long as the APLD Investors continue

to Own at least thirty percent (30%) of the aggregate outstanding Voting Securities, the Company and its Subsidiaries will not, and the

Company will cause any and all of its Subsidiaries not to, without the prior written consent of the APLD Designator, in its sole and

absolute discretion, either directly, indirectly or by amendment of this Agreement or any governing document of the Company or any Subsidiary

thereof, merger, consolidation, or otherwise, take any of the following actions:

(a)

commence or approve any dissolution, liquidation or winding up of the Company or any Subsidiary, or any Deemed Liquidation Event, Fundamental

Transaction or similar transaction, or merge or consolidate with any person, or sell, lease, transfer or otherwise dispose of all or

substantially all of the assets or voting power of the Company or any Subsidiary;

(b)

make any fundamental change in the nature of the Company’s or any Subsidiary’s business or purpose; including entering into

any new lines of business outside the ordinary course;

(c)

relocate the Company’s principal office;

(d)

create, authorize, designate, issue or obligate the Company or any Subsidiary to issue any Equity Security that is senior to the Common

Stock with respect to dividends, liquidation or voting;

(e)

amend, alter or repeal any provision of the Company Articles or the Company’s bylaws, stockholders’ agreement or similar

governing or organizational document;

(f)

issue any shares of Preferred Stock (as defined in the Company Articles);

(g)

declare, set aside or pay any dividends or other distributions on any capital stock;

(h)

enter into any agreement that restricts the ability of the Company or any Subsidiary to issue Equity Securities in compliance with pre-emptive

rights of the APLD Investors set forth in Section 4.3;

(i)

incur, create, assume or guarantee any indebtedness for borrowed money, except (i) indebtedness expressly permitted by the annual operating

or capital budget for any fiscal year, in each case as approved by the Board (each, an “Approved Annual Budget”) or

(ii) indebtedness not exceeding $100 million individually or $250 million in the aggregate outstanding at any time, or make, or commit

to make, any capital expenditure or noncapitalized technology expenditure in excess of $100 million individually or $250 million in the

aggregate in any fiscal year, except as expressly provided for in an Approved Annual Budget;

(j)

make or commit to make any acquisition (by merger, purchase of stock or assets or otherwise), joint venture, partnership, strategic alliance

or formation of any Subsidiary, or any investment in, or loans or advances to, any person, except investments, loans or advances that

are expressly approved in an Approved Annual Budget or otherwise approved by the APLD Designator;

(k)

create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by the Company or any Subsidiary,

assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, other than Permitted Liens;

(l)

enter into, amend, waive, supplement or terminate any transaction or agreement with any stockholder, director, officer or employee of

the Company or any Subsidiary, or any affiliate of the foregoing, other than (i) employment and compensation arrangements approved by

the Board, (ii) equity awards under an equity incentive plan to the extent permitted below, and (iii) intercompany arrangements among

the Company and its wholly owned Subsidiaries on arm’s length terms;

(m)

sell, transfer, assign, exclusively license, pledge, encumber or otherwise dispose of any assets valued individually or collectively

in excess of $100 million, including any material technology or intellectual property, other than non-exclusive licenses granted in the

ordinary course of business consistent with historical practice;

(n)

hire, appoint, terminate or materially change the compensation or duties of the Chief Executive Officer or Chief Financial Officer of

the Company;

(o)

appoint, remove or change the Company’s independent public accountants (other than to a nationally recognized or regional accounting

firm);

(p)

prosecute, commence, defend, settle or compromise any litigation, arbitration, administrative or regulatory Proceeding, investigation

or claim that could reasonably be expected to (i) result in obligations (including fees and expenses) exceeding $1 million, (ii) impose

injunctive or other equitable relief materially adverse to the Company or the conduct of the business, or (iii) adversely affect the

rights of any APLD Investor;

(q)

enter into any agreement that purports to bind any APLD Investor (including any indemnification, release, restrictive covenant or similar

obligation applicable to an APLD Investor);

(r)

make any political or charitable contribution in excess of $1,000 in any instance or $10,000 in the aggregate in any fiscal year; provided

that any permitted political contributions shall comply with applicable Law;

(s)

enter into any agreement that restricts the ability of the Company or any Subsidiary to conduct any material aspect of its business,

to compete in any material respect, or to operate in any geographic area, other than customary restrictions in commercial agreements

entered into in the ordinary course of business; and

(t)

agree, approve, adopt a plan or policy, or commit, resolve or obligate the Company or any Subsidiary (whether contingently or otherwise)

to do any of the foregoing.

Notwithstanding

the foregoing, the APLD Designator may waive any of the rights set forth in this Section 2.7, in whole or in part, at any time

and from time to time, without notice to or the consent of any other party hereto, and such waiver shall be effective permanently, for

such duration, or subject to such other conditions, limitations or qualifications, in each case, as the APLD Designator shall so determine

and any such waiver will apply to all APLD Investors.

ARTICLE

III.

INFORMATION RIGHTS

Section

3.1 Books and Records; Access. For so long as any APLD Investor is a party to this Agreement, the Company shall, and shall cause

its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions

and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

The Company shall, and shall cause its Subsidiaries to, (a) permit the APLD Investors and their respective designated representatives

(or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company

or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers

of the Company or any such Subsidiary, (b) host regular conference calls for the APLD Investors with senior officers of the Company upon

request and (c) provide each APLD Investor, at its request, all information of a type, at such times and in such manner as is consistent

with the Company’s past practice or that is otherwise reasonably requested by such APLD Investors from time to time (all such information

so furnished pursuant to this Section 3.1, the “Information”).

Section

3.2 Certain Reports. The Company shall deliver or cause to be delivered to each APLD Investor, at its request:

(a)

to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating

to the operations and cash flows of the Company and its Subsidiaries (including such periodic information packages provided to the Board);

and

(b)

to the extent otherwise prepared by the Company, such other reports and information as may be reasonably requested by such APLD Investor.

Section

3.3 Information Rights.

(a)

For so long as any APLD Investor is a party to this Agreement (subject to Section 5.1), without limitation or prejudice of any

of the rights provided to the APLD Investors hereunder, the Company shall, with respect to each such APLD Investor:

provide each APLD Investor

or its designated representative with:

(A)

upon reasonable notice and

at mutually convenient times, the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries

and inspect and copy the books and records of the Company and its Subsidiaries;

(B)

as soon as available and

in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance

sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the

Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the

United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end

adjustments;

(C)

as soon as available and

in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its

Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for

the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent

basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

(D)

to the extent the Company

is required by applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any

annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared

by the Company as soon as available; and

(E)

upon written request by such

APLD Investor, copies of all materials provided to the Board, subject to appropriate protections with respect to confidentiality and

preservation of attorney-client privilege;

provided,

that, in each case, if the Company makes the information described in clauses (B), (C) and (D) of this Section

3.3(a)(i) available through public filings on the EDGAR System or any successor or replacement system of the U.S. Securities and

Exchange Commission, the requirement to deliver such information shall be deemed satisfied;

ii.

make appropriate officers

and/or Directors of the Company available, and cause the officers and directors of its Subsidiaries to be made available, periodically

and at such times as reasonably requested by each APLD Investor, upon reasonable notice and at mutually convenient times, for consultation

with such APLD Investor or its designated representative with respect to matters relating to the business and affairs of the Company

and its Subsidiaries; and

iii.

to the extent that such

APLD Investor requests to receive such information and rights, and to the extent consistent with applicable Law or listing standards

(and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable

securities law filings or otherwise), inform each APLD Investor or its designated representative in advance with respect to any significant

corporate actions, and to provide (or cause to be provided) each APLD Investor or its designated representative with the right to consult

with the Company and its Subsidiaries with respect to such actions should such APLD Investor elect to do so; provided, however,

that this right to consult must be exercised within five days after the Company informs each such APLD Investor of the proposed

corporate action; provided, further, that the Company shall be under no obligation to provide each such APLD Investor

with any material non-public information with respect to such corporate action.

(b)

The Company agrees to consider, in good faith, the recommendations of each APLD Investor or its designated representative in connection

with the matters on which it is consulted as described above in this Section 3.3, recognizing that the ultimate discretion with

respect to all such matters shall be retained by the Company.

Section

3.4 Information Sharing. Each party hereto acknowledges and agrees that APLD Designees may share any information concerning the

Company and its Subsidiaries received by them from or on behalf of the Company or its designated representatives with each APLD Investor

and its designated representatives. Each APLD Investor hereby acknowledges that it is aware that the United States federal securities

laws prohibit any person who has received material non-public information about a company from purchasing or selling securities of such

company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such

person is likely to purchase or sell such securities.

Section

3.5 APLD Investor Observer Rights. For so long as any APLD Investor is a party to this Agreement, the Company shall invite two

(2) representatives of the APLD Investors (each, an “APLD Investor Observer”) to attend all meetings

of the Board, and to participate in all deliberations thereof, in a non-voting observer capacity and, in this respect, shall give the

APLD Investor Observer copies of all notices, minutes, consents and other materials that the Company provides to its directors at the

same time and in the same manner as provided to such directors. Notwithstanding the foregoing, in no event will an APLD Investor Observer

be entitled to be present at, or participate in, any Board or Board committee meeting or portion thereof (or receive any related materials):

(i) to the extent reasonably necessary to preserve attorney-client privilege or work product privilege between the Company and its subsidiaries

and its counsel or to comply with law; or (ii) to the extent the Board or a committee will discuss or present on transactions or other

matters where there is a conflict of interest with the APLD Investor Observer or any APLD Investor.

ARTICLE

IV.

ADDITIONAL COVENANTS

Section

4.1 Pledges or Transfers. Upon the request of any APLD Investor that wishes to (x) pledge, charge, hypothecate or grant security

interests in any or all of the shares of Common Stock held by it, including to banks or financial institutions as collateral or security

for loans, advances or extensions of credit or (y) subject to Section 4.3, sell or transfer any or all of the shares of Common

Stock held by it, including to a third party investor, the Company agrees, subject to applicable Law, to cooperate with such APLD Investor

in taking any action reasonably necessary to consummate any such pledge, charge, hypothecation, grant or transfer, including without

limitation, but subject to applicable Law and delivery by such APLD Investor of any reasonably requested documentation and certification,

delivery of letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements

by the Company in respect of the exercise of remedies by such lenders), instructing the transfer agent to transfer any such shares of

Common Stock subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company (to the extent the Common

Stock is then eligible for electronic transfer through The Depository Trust Company) without restricted legends and cooperating in diligence

or other matters as may reasonably requested by any APLD Investor in connection with a proposed transfer.

Section

4.2 Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more

entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off,

carve-out, demerger, recapitalization, reorganization or similar transaction, and any APLD Investor will receive equity interests in

any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a stockholders or investor rights agreement

with the APLD Investors that provides the APLD Investors with rights vis-à-vis such NewCo that are substantially identical to

those set forth in this Agreement, and which agreement shall have the same ownership thresholds applicable to NewCo as are applicable

to the Company in this Agreement.

Section

4.3 Preemptive Rights. From and after the Effective Date, for so long as the Investor continues to Own at least ten percent

(10%) of the aggregate outstanding Voting Securities, subject to the terms and conditions of this Section 4.3 and applicable securities

laws, if the Company proposes to offer or sell any New Securities (a “Subsequent Financing”), the Investor

shall have the right to participate in each such Subsequent Financing in the amounts set forth in Section 4.3(b) below. The Investor

shall be entitled to apportion and/or assign the preemptive rights hereby granted to the Investor in such proportions as it deems

appropriate, among (i) itself, and (ii) its Controlled and/or Controlling Affiliates; provided that each such Controlled and/or

Controlling Affiliate agrees to enter into this Agreement as an “APLD Investor” under each such agreement.

(a)

The Company shall give notice (the “Preemptive Rights Notice”) to the Investor, stating (i) its bona fide

intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any,

upon which it proposes to offer such New Securities.

(b)

By notification to the Company within ten (10) days after the Preemptive Rights Notice is given, the Investor may elect to purchase

or otherwise acquire, at the price and on the terms specified in the Preemptive Rights Notice, up to that portion of such New Securities

which equals the lesser of (A) 150% of the Investor’s pro rata share of all Equity Securities outstanding immediately prior

to the issuance and (B) an aggregate of 75% of the New Securities available for issuance (with an oversubscription right for any unsubscribed

New Securities to the extent such oversubscription right is actually exercised). The closing of any sale pursuant to this Section

4.3(b) shall occur within the later of thirty (30) days of the date that the Preemptive Rights Notice is given and the date of initial

sale of New Securities pursuant to Section 4.3(c).

(c)

If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.3(b),

the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.3(b), offer and

sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more

favorable to the offeree than, those specified in the Preemptive Rights Notice. If the Company does not enter into an agreement for the

sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof,

the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investor in accordance with this Section 4.3.

(d)

The provisions of this Section 4.3 shall apply mutatis mutandis to any equity securities issued by any Subsidiary of the

Company; provided, however, the preemptive right described herein shall not be applicable to (i) de minimis amounts

of equity securities issued by any Subsidiary of the Company to third parties in order to satisfy an applicable resident shareholder,

director or similar legal requirement or (ii) issuances to the Company or another wholly-owned Subsidiary of the Company. Furthermore,

the provisions of this Section 4.3 shall not apply to any Exempt Issuance. “Exempt Issuance” means the valid

issuance, subject to compliance with applicable Law and Section 2.7 hereof, of shares of the Company’s Equity Securities

to employees, officers, directors or other service providers of the Company pursuant to duly adopted employee benefit plans, equity incentive

plans or other employee compensation plans, or other arrangements permitted by any equity plan duly adopted for such purpose.

(e)

Termination. The covenants set forth in this Section 4.3 shall terminate and be of no further force or effect upon the

closing of a Deemed Liquidation Event.

Section

4.4 Registration Rights.

(a)

Registration Statement.

(i)

Promptly following the Effective

Date but no later than July 2, 2026 (the “Filing Deadline”), the Company shall prepare and file with the

SEC one Registration Statement covering the resale of all of the Registrable Securities which, for the avoidance of doubt, may also

register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan

of distribution, substantially in the form and substance, set forth in Part III of each APLD Investor’s Selling Stockholder

Questionnaire, the form of which is attached hereto as Annex I; provided, however, that no APLD Investor

shall be named as an “underwriter” in such Registration Statement without such APLD Investor’s prior written consent.

Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder

(including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or

similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common

Stock or other securities for the account of any other holder without the prior written consent of the APLD Designator; provided, however,

that such Registration Statement may include up to 15,389 Warrant Shares (as defined in the Lake Street Warrant) issuable to Lake Street

Capital Markets, LLC (“Lake Street”) upon the exercise of that certain Placement Agent Stock Purchase Warrant issued

to Lake Street on October 30, 2025 (the “Lake Street Warrant”). Such Registration Statement (and each amendment

or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section

4.4(f)(iii) to each APLD Investor prior to its filing or other submission.

(ii)

The Registration Statement

referred to in Section 4.4(a)(i) shall be on Form S-3. In the event that Form S-3 is not available for the registration of the

resale of the Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other

form as is available to the Company and (ii) so long as the Registrable Securities remain outstanding, promptly following the date

(the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to

register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification

Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment

on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable

efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the

Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement

covering the Registrable Securities has been declared effective by the SEC.

(b)

Expenses. The Company will pay all expenses associated with the Registration Statement, including filing and printing fees, the

Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable

state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers

or similar securities industry professionals with respect to the Registrable Securities being sold. The Company shall not be responsible

for legal fees incurred by the APLD Investors of the Registrable Securities in connection with the performance of its rights and obligations

under this Agreement or the Contribution and Exchange Agreement.

(c)

Effectiveness.

(i)

The Company shall use commercially

reasonable efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof,

but in any case on or prior to the 30th calendar day following the Filing Deadline (or the 60th calendar day if the SEC reviews the

Registration Statement) (the “Effectiveness Deadline”). By 5:30 p.m. (Eastern time) on the second Business Day following

the date on which the Registration Statement is declared effective by the SEC, the Company shall file with the SEC, in accordance with

Rule 424 under the Securities Act, the final prospectus to be used in connection with sales pursuant to the Registration Statement.

The Company shall notify the APLD Investors by e-mail as promptly as practicable, and in any event, within twenty-four (24) hours,

after the Registration Statement is declared effective and shall simultaneously provide the APLD Investors with access to a copy of

any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby to the extent

a copy of such Prospectus has not been publicly filed with the SEC.

(ii)

Notwithstanding anything

to the contrary contained herein, (i) the Company shall not be required to request effectiveness of the Registration Statement, for

a period of up to sixty (60) days, if (A) the Company determines in good faith that a postponement is in the best interest of the Company

and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company,

or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other

significant transaction involving the Company), (B) the Company determines such registration would render the Company unable to comply

with applicable securities laws, (C) the Company determines such registration would require disclosure of material information that

the Company has a bona fide business purpose for preserving as confidential, or (D) audited financial statements as of a date other

than the fiscal year end of the Company would be required to be prepared; and (ii) the Company may, upon written notice to any holder

of Registrable Securities included in the Registration Statement, suspend the use of the Registration Statement, including any Prospectus

that forms a part of the Registration Statement, if the Company (X) determines that it would be required to make disclosure of material

information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the

Company determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement

or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made,

not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction

involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the

Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable

Securities pursuant to the Registration Statement for a period that exceeds 45 consecutive Trading Days or 90 total Trading Days in

any 365-day period (any such suspension contemplated by this Section 4.4(c)(ii), an “Allowed Delay”) provided,

that the Company shall promptly (1) notify each APLD Investor in writing of the commencement of an Allowed Delay, but shall not (without

the prior written consent of each APLD Investor) disclose to such APLD Investor any material nonpublic information giving rise

to an Allowed Delay (it being understood that the notice of suspension may constitute material nonpublic information), (2) advise the

APLD Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (3) use commercially

reasonable efforts to terminate an Allowed Delay as promptly as practicable. Upon disclosure of such information or the termination

of the condition described above, the Company shall provide prompt notice to holders whose Registrable Securities are included in the

Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable

actions to permit registered sales of Registrable Securities as contemplated hereby.

(d)

Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in

the Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities

Act (provided, however, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC

for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance

and Disclosure Interpretation 612.09) or requires any APLD Investor to be named as an “underwriter,” the Company shall (i)

promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that

the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the

issuer” as defined in Rule 415 and that no APLD Investor is an “underwriter.” No such written submission with

respect to this matter shall be made to the SEC to which the APLD Investors’ counsel reasonably objects. In the event that,

despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.4(d), the SEC refuses

to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut

Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities

as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”);

provided, however, that the Company shall not name any APLD Investor as an “underwriter” in the Registration

Statement without the prior written consent of such APLD Investor. Any cut-back imposed on any APLD Investor pursuant to this

Section 4.4(d) shall be allocated among the APLD Investors (if more than one APLD Investor) on a pro rata basis and shall be applied

first to any of the Registrable Securities of such APLD Investor as such APLD Investor shall designate, unless the SEC Restrictions otherwise

require or provide or such APLD Investor otherwise agrees. In furtherance of the foregoing, the APLD Investors shall provide

the Company with prompt written notice of its sale of substantially all of the Registrable Securities under the Registration Statement

such that the Company will be able to file one or more additional Registration Statements covering the Cut Back Shares. From and after

the date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable

to such Cut Back Shares (such date, the “Restriction Termination Date”), all of the provisions of this Section

4.4 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use

its commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein)

shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Registration

Statement including such Cut Back Shares shall be fifteen (15) Business Days after such Restriction Termination Date, and (ii) the date

by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the 30th calendar day immediately

after the Restriction Termination Date (or the 60th calendar day if the SEC reviews such Registration Statement).

(e)

Other Limitations. Notwithstanding any other provision herein or in the Contribution and Exchange Agreement, with respect to any

APLD Investor (as to such APLD Investor only) the Filing Deadline and the Effectiveness Deadline for the Registration Statement shall

be extended and any failure to obtain or maintain effectiveness shall be automatically waived by no action of such APLD Investor,

in each case, without default by the Company to such APLD Investor hereunder in the event that the Company’s failure to make such

filing or obtain or maintain such effectiveness results from the failure of such APLD Investor to timely provide the Company with information

requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act

(in which case any such deadline would be extended with respect to all Registrable Securities until such time as the APLD Investors

provide such requested information), it being understood that the failure of such APLD Investor to timely provide such information

to the Company shall not affect the rights of other APLD Investors, if any, herein.

(f)

Company Obligations. The Company shall use commercially reasonable efforts to effect the registration of the Registrable Securities

pursuant to Section 4.4(a)(i) in accordance with the terms hereof, and pursuant thereto the Company shall, as expeditiously as

possible:

(i)

use commercially reasonable

efforts to cause the Registration Statement to become effective and to remain continuously effective until such time as there are no

longer Registrable Securities held by the APLD Investors (the “Effectiveness Period”) and advise the APLD

Investors promptly in writing when the Effectiveness Period has expired;

(ii)

prepare and file with the

SEC such amendments and post-effective amendments to the Registration Statement and the related Prospectus as may be necessary to keep

the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange

Act with respect to the distribution of all of the Registrable Securities covered thereby;

(iii)

provide via email to the

APLD Investors who have supplied the Company with email addresses the Registration Statement and all amendments and supplements

thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when so filed with

the SEC such comments regarding the APLD Investors and the plan of distribution as the APLD Investors may reasonably

and promptly propose no later than two (2) Trading Days after the APLD Investors have been so furnished with copies of such

documents as aforesaid;

(iv)

furnish to any APLD

Investor whose Registrable Securities are included in the Registration Statement (i) promptly after the same is prepared and filed

with the SEC, if requested by such APLD Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary

prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC

or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration

Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),

and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and

such other documents as each APLD Investor may reasonably request in order to facilitate the disposition of the Registrable Securities

owned by such APLD Investor (it being understood and agreed that such documents, or access thereto, may be provided electronically);

(v)

use commercially reasonable

efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain

the withdrawal of any such order at the earliest possible moment;

(vi)

prior to any public offering

of Registrable Securities, use reasonable best efforts to assist or cooperate with the APLD Investors and the APLD Investors’

counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities

or blue sky laws of such jurisdictions reasonably requested by the APLD Investors and do any and all other commercially reasonable

acts or things necessary or advisable to enable the public offering or distribution in such jurisdictions of the Registrable Securities

covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith

or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but

for this Section 4.4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject

but for this Section 4.4(f), or (iii) file a general consent to service of process in any such jurisdiction;

(vii)

use commercially reasonable

efforts to cause all Registrable Securities covered by the Registration Statement to be listed on The Nasdaq Capital Market (or the

primary securities exchange, interdealer quotation system or other market on which the Common Stock is then listed);

(viii)

promptly notify the APLD

Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event

as a result of which, the Prospectus contains an untrue statement of a material fact or omits to state any material fact required to

be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided

that such notice shall not, without the prior written consent of the APLD Investors, disclose any material non-public information

regarding the Company, with the APLD Investors acknowledging that the notice itself may constitute material non-public

information), and as promptly as reasonably practicable, prepare, file with the SEC and furnish to such holder a supplement to or an

amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of

the circumstances then existing;

(ix)

otherwise use commercially

reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including,

without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with

the SEC pursuant to Rule 424 under the Securities Act, promptly inform the APLD Investors in writing if, at any time during the Effectiveness

Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the APLD Investors are required

to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably

necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon

as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of

at least twelve (12) months, beginning after the effective date of the Registration Statement, which earnings statement shall satisfy

the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection

3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective

date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year,

“Availability Date” means the 90th day after the end of such fourth fiscal quarter);

(x)

if requested by any

APLD Investor, (i) as soon as reasonably practicable, incorporate in a prospectus supplement or post-effective amendment such information

as the APLD Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including,

without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being

paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as reasonably

practicable, make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters

to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as reasonably practicable, supplement

or make amendments to the Registration Statement if reasonably requested by a APLD Investor holding any Registrable Securities; and

(xi)

with a view to making available

to the APLD Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may

at any time permit each such APLD Investor to sell shares of Common Stock to the public without registration, the Company covenants

and agrees to use its best efforts to: (i) make and keep adequate current public information available, as those terms are understood

and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without

restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer

Registrable Securities; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the

Exchange Act; and (iii) furnish electronically to such APLD Investor upon request, as long as such APLD Investor owns any Registrable

Securities, (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of

the Exchange Act, (B) unless otherwise available via the SEC’s EDGAR filing system, a copy of or electronic access to the Company’s

most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested

in order to avail such APLD Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities

without registration.

(g)

Due Diligence Review; Information. If any APLD Investor is required under applicable securities laws to be described in

the Registration Statement as an “underwriter,” the Company shall, upon reasonable prior notice, make available, during normal

business hours, for inspection and review by such APLD Investor, advisors to and representatives of such APLD Investor

(who may or may not be affiliated with such APLD Investor and who are reasonably acceptable to the Company) (collectively, the

“Inspectors”), all pertinent financial and other records, and all other corporate documents and properties of the

Company (collectively, the “Records”) as may be reasonably necessary for the purpose of such review, and cause the

Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested

by the Inspectors (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any

of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling

such APLD Investor and its accountants and attorneys to conduct such initial and ongoing due diligence solely for the purpose of establishing

a due diligence defense to underwriter liability under the Securities Act; provided, however, that each Inspector shall

agree to hold in strict confidence and shall not make any disclosure (except to such APLD Investor) or use of any Record or other information

which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a)

the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or is otherwise

required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from

a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the

public other than by disclosure in violation of this Agreement or the Contribution and Exchange Agreement. Each APLD Investor

agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction

or through other means, except in the case such Records are sought in the course of an ordinary examination or inspection of the business

or operations of such APLD Investor or its Affiliates by such governmental body of competent jurisdiction, give prompt notice to the

Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order

for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any APLD

Investor) shall be deemed to limit any APLD Investor’s ability to sell Registrable Securities in a manner which is otherwise

consistent with applicable laws and regulations. Notwithstanding the foregoing, the Company shall not disclose material nonpublic information

to any APLD Investor, or to advisors to or representatives of any such APLD Investor, unless prior to disclosure of such

information the Company identifies such information as being material nonpublic information and provides such APLD Investor, such

advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and such

APLD Investor, if wishing to obtain such information, enters into an appropriate confidentiality agreement with the Company with respect

thereto.

(h)

Obligations of each APLD Investor.

(i)

Each

APLD Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Effective Date. Each APLD Investor

shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it

and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration

of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably

request. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall

notify each APLD Investor of the additional information the Company reasonably requires from such APLD Investor if such APLD Investor

elects to have any of the Registrable Securities included in the Registration Statement (the “Registration Information Notice”).

Each such APLD Investor shall provide such information to the Company no later than two (2) Business Days following receipt

of a Registration Information Notice if such APLD Investor elects to have any of the Registrable Securities included in the Registration

Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration

pursuant to this Agreement with respect to the Registrable Securities of each APLD Investor that (i) such APLD Investor furnish

to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the

Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable

Securities, and (ii) such APLD Investor executes such documents in connection with such registration as the Company may reasonably

request, including, without limitation, a waiver of its registration rights hereunder to the extent any such APLD Investor elects

not to have any of its Registrable Securities included in the Registration Statement.

(ii)

Each

APLD Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the

Company in connection with the preparation and filing of the Registration Statement hereunder, unless such APLD Investor has notified

the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement.

(iii)

Each

APLD Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant

to Section 4.4(c)(ii)or (ii) the happening of an event pursuant to Section 4.4(f)(viii) hereof, such APLD Investor will

immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,

until such APLD Investor is advised by the Company that such dispositions may again be made.

(iv)

Each

APLD Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable

to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

(i)

Indemnification.

(i)

Indemnification by the

Company. The Company will indemnify and hold harmless each APLD Investor and its officers, directors, members, managers,

partners, trustees and employees, successors and assigns, and each other Person, if any, who controls such APLD Investor (within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers,

trustees and employees of each such controlling Person, against any losses, claims, damages or liabilities, and expenses (including

reasonable and documented out-of-pocket attorney fees), joint or several, to which they may become subject under the Securities Act

or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon

(i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration

Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof or (ii) any violation by the Company

or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to

action or inaction required of the Company in connection with such registration, and will reimburse each APLD Investor, and

each such officer, director, member, employee and each such controlling person for any legal or other reasonable and documented out-of-pocket

expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action

in respect thereof); provided, however, that the Company will not be liable in any such case if and to the extent that

any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission

or alleged omission so made in conformity with information furnished to the Company by an indemnified person in writing specifically

for use in the Registration Statement or Prospectus, (ii) the use by such APLD Investor of an outdated or defective Prospectus

after the Company has notified such APLD Investor in writing that such Prospectus is outdated or defective or (iii) such APLD

Investor’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and

not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written

confirmation of the sale of Registrable Securities.

(ii)

Indemnification by the

APLD Investors. The APLD Investors agree to indemnify and hold harmless, to the fullest extent permitted by

law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of

the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable and documented out-of-pocket

attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the

Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements

therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information

regarding any such APLD Investor and furnished in writing by such APLD Investor to the Company specifically for inclusion

in the Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any APLD

Investor be greater than the dollar amount of the proceeds (net of all expenses paid by such APLD Investor in connection with

a claim relating to this Section 4.4(i)(ii) and the amount of any damages such APLD Investor has otherwise been required

to pay by reason of such untrue statement or omission) received by such APLD Investor upon the sale of the Registrable Securities

included in the Registration Statement giving rise to such indemnification obligation.

(iii)

Conduct of Indemnification

Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim

with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel

reasonably satisfactory to the indemnified party; provided, that any person entitled to indemnification hereunder shall have

the right to employ separate counsel and to participate in the defense of such claim, but the reasonable and documented out-of-pocket

fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees

or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory

to such person, or (C) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest

exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying

party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party

shall not have the right to assume the defense of such claim on behalf of such person); and provided, further that the

failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder,

except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any

such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction,

be liable for reasonable and documented out-of-pocket fees or expenses of more than one separate firm of attorneys at any time for

all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which shall not be unreasonably

withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional

term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim

or litigation.

(iv)

Contribution. If for

any reason the indemnification provided for in the preceding paragraphs (i) and (ii) is unavailable to an indemnified party or insufficient

to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or

payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect

the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No

person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution

from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable

Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with

any claim relating to this Section 4.4(i) and the amount of any damages such holder has otherwise been required to pay by reason

of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities

giving rise to such contribution obligation.

ARTICLE

GENERAL PROVISIONS

Section

5.1 Termination. Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to by

the Board and the APLD Investors, as provided under Section 5.3, and except for Section 4.4 hereof, this Agreement, excluding

ARTICLE V hereof, shall terminate with respect to each APLD Investor at such time as any such APLD Investor ceases to hold

any of the outstanding Equity Securities of the Company or such earlier time as such APLD Investor shall deliver a written notice to

the Company requesting that this Agreement terminate with respect to such APLD Investor in accordance with Section 5.3(d). Notwithstanding

anything contained herein to the contrary, the rights and obligations set forth in Sections 2.2, 2.7 and 4.3 shall

terminate as set forth in such sections.

Section

5.2 Notices. Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing

and shall be either personally delivered, sent by email or sent by reputable overnight courier service (charges prepaid) to the Company

at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address

or to the attention of such other Person as set forth below their signature hereto or as the recipient party has specified by prior written

notice to the sending party. Notices and other such documents will be deemed to have been given or made hereunder when delivered personally

or sent by email and one (1) Business Day after deposit with a reputable overnight courier service.

to the Company:

ChronoScale

Corporation

3811

Turtle Creek Blvd.

Suite

2100

Dallas,

TX 75219

Attn:

Jerome Wong

E-Mail:

[***]

to any of the APLD Investors or any other Person who becomes party to this Agreement, to such Person’s address as set forth below

their signature hereto (as may be updated from time to time by the Company upon written notice thereof in accordance with this Section

5.2).

Section

5.3 Amendment; Waiver.

(a)

The terms and provisions of this Agreement may be modified or amended only with the written approval of the Company and APLD Investors

holding a majority of the Voting Securities then held by all APLD Investors in the aggregate; provided, however, that any modification

or amendment (i) to Section 2.1, Section 2.2, Section 2.7 or this Section 5.3 shall also require the approval

of the APLD Designator and (ii) that would adversely affect the rights of, or impose any additional obligations on, any of the APLD Investors

hereunder shall also require the approval of each of the affected APLD Investor, as applicable.

(b)

Except as expressly set forth in this Agreement, neither the failure nor delay on the part of any party hereto to exercise any right,

remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right,

remedy power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall

any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power

or privilege with respect to any other occurrence.

(c)

No party shall be deemed to have waived any claim arising out of this Agreement, or any right, remedy, power or privilege under this

Agreement, unless the waiver of such claim, right, remedy, power or privilege is expressly set forth in a written instrument duly executed

and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance

in which it is given.

(d)

Each APLD Investor, in such APLD Investor’s sole discretion, may withdraw from this Agreement at any time by written notice to

the Company. Thereafter, such APLD Investor shall cease to be a party to this Agreement, shall have no further rights or obligations

hereunder and none of the terms or provisions hereof shall have any continuing force and effect with respect to such APLD Investor.

(e)

Any party hereto may unilaterally waive any of its rights hereunder in a signed writing delivered to the Company.

Section

5.4 Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed,

exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to

give full effect to this Agreement and every provision hereof. To the fullest extent permitted by applicable Law, the Company shall not

directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any APLD Investor being deprived

of the rights contemplated by this Agreement.

Section

5.5 Assignment; Permitted Transferees.

(a)

The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided,

however, that, each of the APLD Investors may, without the prior written consent of the Company or any other Person, assign its

rights and obligations under this Agreement, in whole or in part, to any Transferee of Voting Securities held by such APLD Investor if

such Transferee, to the extent not already a party to this Agreement, executes and delivers to the Company a counterparty copy of this

Agreement or a joinder hereto evidencing its agreement to become a party to and to be bound by all of the applicable provisions of this

Agreement as a “APLD Investor” hereunder; provided, further, that the rights and obligations under Section 2.2

of this Agreement shall only be assignable to the extent that any right to designate Directors to the Board will not result in such Transferee

receiving the right to designate more than one Director where such designation rights would result in the Transferee receiving the right

to designate a percentage of the Total Number of Directors that is greater than the percentage of the aggregate outstanding Voting Securities

held by such Transferee after giving effect to such Transfer. This Agreement will inure to the benefit of and be binding on the parties

hereto and their respective successors and permitted assigns in accordance with this Section 5.5.

(b)

Any Permitted Transferee of an APLD Investor who acquires ownership of any Equity Securities must concurrently with becoming an equityholder

execute and deliver to the Company a counterparty copy of this Agreement or a joinder hereto agreeing to be bound by the terms and conditions

of this Agreement on the same terms as the applicable APLD Investor.

Section

5.6 Third Parties. Except as provided herein, this Agreement does not create any rights, claims or benefits inuring to any person

that is not a party hereto nor create or establish any third party beneficiary hereto.

Section

5.7 Governing Law. THIS AGREEMENT AND ITS ENFORCEMENT AND ANY CONTROVERSY ARISING OUT OF OR RELATING TO THE MAKING OR PERFORMANCE

OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS EXECUTED

IN AND TO BE PERFORMED ENTIRELY IN THAT STATE, WITHOUT REGARD TO ANY LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF

CONFLICTS OR CHOICE OF LAW OR OTHERWISE.

Section

5.8 Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees that any action, directly or indirectly, arising out

of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by any state or

federal court located in Clark County, Nevada (and if such courts decline to accept jurisdiction, any other state court located in the

State of Nevada), and, any appellate court therefrom, and (ii) solely in connection with the action(s) contemplated by subsection (i)

hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection

(i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause

(i) of this Section 5.8, (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified

in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, (D) irrevocably and unconditionally

agrees that it is not entitled to any immunity on the basis of sovereignty or otherwise (and waives and agrees not to claim any immunity

or right to claim immunity from any such action or proceeding brought in any of the courts identified in clause (i) of this Section

5.8) and (E) agrees that mailing of process or other papers in connection with any such action in the manner provided in Section

5.2 hereof or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof. EACH PARTY

HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED

HEREBY.

Section

5.9 Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of

them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees

to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition

to any other remedy to which they may be entitled at law or in equity, shall be entitled to seek specific performance of this Agreement

without the posting of a bond.

Section

5.10 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter

hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or

thereof. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

Section

5.11 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in

any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected

thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person

or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted

by law, and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected

thereby.

Section

5.12 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement

are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of

any provision hereof.

Section

5.13 Grant of Consent. Any consent or approval of, or designation by, or any other action of, the APLD Designator (in its capacity

as such) hereunder shall be effective if notice of such consent, approval, designation or action is provided to the Company in accordance

with Section 5.2 hereof by the APLD Designator as of the latest date any such notice is so provided to the Company.

Section

5.14 Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts (including by

means of telecopied signature pages or electronic transmission in portable document format (pdf) or any electronic signature complying

with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), each of which shall be deemed an original, but all of which taken together

shall constitute one agreement (or amendment, as applicable). The parties irrevocably and unreservedly agree that this Agreement may

be executed by way of electronic signatures and the parties agree that this Agreement, or any part thereof, shall not be challenged or

denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

Section

5.15 Effectiveness. This Agreement shall become effective upon the Effective Date.

Section

5.16 No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise

out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, the transactions contemplated hereby

or the subject matter hereof may only be made against the parties hereto and no past, present or future Affiliate, director, officer,

employee, incorporator, member, manager, partner, equityholder, agent, attorney or representative of any party hereto or any past, present

or future Affiliate, director, officer, employee, incorporator, member, manager, partner, equityholder, agent, attorney or representative

of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities

of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Without

limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce

this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse

Party.

Section

5.17 Obligations are Several. For the avoidance of doubt, except as expressly provided in this Agreement, all obligations, representations,

warranties, covenants and agreements of each party hereto contained in this Agreement are several and not joint.

[Remainder

of Page Intentionally Left Blank]

WITNESS WHEREOF, the undersigned has executed this Agreement on the date first above written.

COMPANY:

CHRONOSCALE

CORPORATION

By:

/s/

Jerome Wong

Name:

Jerome

Wong

Title:

Chief

Financial Officer

[Signature

Page to Investor Rights Agreement]

WITNESS WHEREOF, the undersigned has executed this Agreement on the date first above written.

INVESTOR:

APLD CHRONOSCALE HOLDCO LLC

By:

/s/ Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial Officer

Address:

3811 Turtle Creed

Blvd

Suite 2100

Dallas, Texas 75219

[Signature

Page to Investor Rights Agreement]

ANNEX

Selling

Stockholder Questionnaire

See

attached.

EX-10.4

Filename: ex10-4.htm · Sequence: 3

Exhibit

10.4

MANAGEMENT

ADVISORY AND CORPORATE SERVICES AGREEMENT

This

MANAGEMENT ADVISORY AND CORPORATE SERVICES AGREEMENT (this “Agreement”), by and between Applied Digital Corporation,

a Nevada corporation (“APLD Parent”), and ChronoScale Corporation, a Nevada corporation (f/k/a Ekso Bionics Holdings,

Inc.) (“ChronoScale”, and together with APLD Parent, the “Parties” and each, individually, a “Party”)

is made and effective as of May 5, 2026 (the “Effective Date”). Capitalized terms used and not otherwise defined herein

shall have the meanings assigned to them in the Contribution Agreement (as defined below).

RECITALS

WHEREAS,

on February 15, 2026, APLD Intermediate HoldCo LLC, a Delaware limited liability company, APLD ChronoScale HoldCo LLC, a Delaware limited

liability company (“ChronoScale HoldCo”), and Applied Digital Cloud Corporation, a Nevada corporation (“Cloud”),

each an indirect subsidiary of APLD Parent, entered into that certain Contribution and Exchange Agreement (the “Contribution

Agreement” and the transactions contemplated thereby and by the transaction documents executed in connection therewith, collectively,

the “Contribution Transactions”) with ChronoScale Corporation, a Nevada corporation f/k/a Ekso Bionics Holdings, Inc.

(“ChronoScale”);

WHEREAS,

the closing of the Contribution Transactions occurred on the Effective Date, as a result of which, among other things, (i) ChronoScale

HoldCo contributed all of the issued and outstanding equity interests of Cloud to ChronoScale in exchange for shares of ChronoScale common

stock representing approximately 97% of the equity of ChronoScale as of the closing, (ii) Cloud became a wholly-owned subsidiary of ChronoScale,

(iii) ChronoScale is continuing as the parent company of each of Cloud’s cloud computing business and ChronoScale’s legacy

exoskeleton solutions business, and (iv) APLD Parent became the indirect owner of a substantial, controlling stake in ChronoScale;

WHEREAS,

certain members of the ChronoScale Group require, or desire to (or to continue to) utilize, certain resources owned, controlled or otherwise

held by the APLD Group;

WHEREAS,

pursuant to the terms and conditions hereof, APLD Parent will agree to provide certain Management Services (as defined below) to ChronoScale

in furtherance of the management and operation of the combined businesses as set forth in Section 2 hereto;

WHEREAS,

in addition to the Management Services, certain members of the APLD Group (in their capacities as such, each, a “Service Provider”

and collectively, the “Service Providers”), desire to provide to the members of the ChronoScale Group (in their capacities

as such, each, a “Service Recipient” and collectively, the “Service Recipients”), certain corporate

services described on Exhibit A hereto (the “Corporate Services” collectively with the Management Services and any

ancillary services that are reasonably necessary in connection therewith or inherent to the successful delivery and use of a service,

the “Services”);

WHEREAS,

as a material inducement to ChronoScale HoldCo and ChronoScale to enter into the Contribution Agreement and to consummate the Contribution

Transactions, the Parties have agreed to enter into this Agreement to set forth the terms and conditions on which the Services will be

provided from and after the Effective Date; and

WHEREAS,

in order to provide for continuous and uninterrupted operation of the Business following the closing of the Contribution Transactions

and an orderly transition of operations of the Business, the Service Recipients desire that the Service Providers provide the Services

to the Service Recipients for use in connection with the Business, upon the terms and subject to the conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Defined

Terms.

(a) The

following terms, as used herein, have the following meanings:

(i) “Accessing

Parties” has the meaning set forth in Section 2(h)(i).

(ii) “Additional

Service” has the meaning set forth in Section 2(c).

(iii) “Affiliate”

means with respect to any specified Person, any Person which directly or indirectly through one or more intermediaries Controls, or is

Controlled by, or is under common Control with, such other Person; provided, that, for the purposes of this Agreement, (i) no member

of the ChronoScale Group shall be deemed an “Affiliate” of any member of the APLD Group and (ii) no member of the APLD Group

shall be deemed an “Affiliate” of any member of the ChronoScale Group.

(iv) “Agreement”

has the meaning set forth in the preamble.

(v) “APLD

ChronoScale” has the meaning set forth in the recitals.

(vi) “APLD

Group” means APLD Parent and its Subsidiaries (other than any member of the ChronoScale Group).

(vii) “APLD

Parent” has the meaning set forth in the preamble.

(viii) “Business”

means the business of the ChronoScale Group.

(ix) “Chosen

Courts” has the meaning set forth in Section 9(h).

(x) “ChronoScale”

has the meaning set forth in the preamble.

(xi) “ChronoScale

Group” means ChronoScale and its Subsidiaries.

(xii) “Cloud”

has the meaning set forth in the recitals.

(xiii) “Contribution

Agreement” has the meaning set forth in the recitals.

(xiv) “Contribution

Transactions” has the meaning set forth in the recitals.

(xv) “Corporate

Services” has the meaning set forth in the recitals.

(xvi) “Corporate

Services Fees” has the meaning set forth in Section 4(a).

(xvii) “Damages”

has the meaning set forth in Section 5(a).

(xviii) “Dispute”

has the meaning set forth in Section 8(b).

-2-

(xix) “Disputed

Service” has the meaning set forth in Section 8(b).

(xx) “Effective

Date” has the meaning set forth in the preamble.

(xxi) “Force

Majeure Event” has the meaning set forth in Section 7(a).

(xxii) “GAAP”

means the generally accepted accounting principals in the United States.

(xxiii) “Grantee

Party” has the meaning set forth in Section 2(f).

(xxiv) “Granting

Party” has the meaning set forth in Section 2(f).

(xxv) “Indemnified

Parties” has the meaning set forth in Section 5(a).

(xxvi) “Initial

Term” has the meaning set forth in Section 6(a).

(xxvii) “Management

Services” has the meaning set forth in Section 2(a).

(xxviii) “Management

Services Fees” has the meaning set forth in Section 4(a).

(xxix) “Non-Party

Affiliates” has the meaning set forth in Section 5(e).

(xxx) “Parties”

has the meaning set forth in the preamble.

(xxxi) “Renewal

Term” has the meaning set forth in Section 6(a).

(xxxii) “Sales

Taxes” has the meaning set forth in Section 4(b)(ii).

(xxxiii) “Security

Regulations” has the meaning set forth in Section 2(h)(i).

(xxxiv) “Service

Fees” has the meaning set forth in Section 4(a).

(xxxv) “Services”

has the meaning set forth in the recitals.

(xxxvi) “Service

Providers” has the meaning set forth in the recitals.

(xxxvii) “Service

Recipients” has the meaning set forth in the recitals.

(xxxviii) “Service

Term” has the meaning set forth in Section 6(a).

(xxxix) “Service

Termination Date” has the meaning set forth in Section 6(a).

(xl) “Term”

shall mean the Initial Term or the Renewal Term, as applicable.

(xli) “Third

Party Service Provider” means any unaffiliated individual, partnership, corporation, firm, association, unincorporated association,

joint venture, trust, or other entity engaged by a Service Provider, whether as a contractor, subcontractor, consultant, agent, advisor,

or other service provider, to perform or provide Services under this Agreement, on behalf of or at the direction of, the engaging Service

Provider.

-3-

2. Services.

(a) Management

Services. APLD Parent shall provide the following services to the ChronoScale Group (collectively, the “Management Services”):

(i) financial,

managerial and operational advice in connection with the day-to-day operations of the ChronoScale Group, including, without limitation,

advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance

of the ChronoScale Group; and

(ii) advice

in connection with the negotiation and consummation of recapitalizations, restructurings, financings, refinancings, mergers, acquisitions,

divestitures, combinations, consolidations and dispositions (including the sale of all or a substantial portion of the assets or equity

of any or all of the ChronoScale Group), and any similar financial or strategic transactions, however structured.

(b) Corporate

Services. In addition to the Management Services, each Service Provider shall (or shall cause its applicable Affiliates, subcontractors

or Third-Party Service Providers to, in each case pursuant to Section 3) provide each Service Recipient with the Corporate Services,

as applicable (as may be modified from time to time pursuant to the terms hereof) for the period of time set forth on Exhibit A with

respect to each Corporate Service and on the terms and subject to the conditions set forth in this Agreement and, as applicable, on Exhibit

A hereto. Changes to the Corporate Services (including the addition or deletion of Corporate Services) may be made pursuant to the terms

of this Agreement.

Corporate Services. If, at any time and from time to time after the Effective Date, ChronoScale becomes aware of any additional service

that it desires be provided hereunder (each such service, an “Additional Service”), then ChronoScale shall notify

APLD Parent in writing, specifying the nature and scope of such Additional Service. APLD Parent may, in its sole and absolute discretion,

elect whether or not to amend Exhibit A to add such Additional Service on such terms, including the applicable Service Fee, as mutually

agreed by the Parties.

(d) Acknowledgement.

Each of the Parties acknowledge that APLD Parent is an indirect equityholder in ChronoScale. Each Party hereto acknowledges and agrees

that APLD Parent’s rights and obligations hereunder will be independent of its relationship as an indirect equityholder and that,

in performing the Services, neither APLD Parent nor any of its representatives, as applicable, are acting in the capacity as an equityholder

of the ChronoScale Group or as a director or officer of any member of the ChronoScale Group. For the avoidance of doubt, nothing in this

Agreement shall be construed to restrict the manner in which APLD Parent or any other member of the APLD Group conducts its business

operations or activities, except to the extent such entity is acting as a Service Provider under this Agreement.

(e) Legal

Prohibitions. No Service shall be provided by any Service Provider pursuant to this Agreement to the extent that the provision of

such Service by such Service Provider would violate any applicable Law.

(f) Intellectual

Property. The ChronoScale Group and its Affiliates (“Granting Party”) grants to the APLD Group and its Affiliates,

as applicable (“Grantee Party”) a limited, non-exclusive, non-sublicensable (other than to subcontractors or Third-Party

Service Providers solely to support each Grantee Party’s rights and obligations herein), non-assignable (except as set forth in

Section 9(f)), paid-up and royalty-free license to use and exercise all rights in the Granting Party’s Intellectual Property

Rights (as defined in the Contribution Agreement) that is created or invented prior to the end of the Term, solely to the extent necessary

for the performance of the Grantee Party’s obligations and enjoyment of the Grantee Party’s rights herein, including in connection

with the Grantee Party’s use of any deliverables created or invented herein after the end of the Term. Any Intellectual Property

Rights created or developed by a Service Recipient or Service Provider pursuant to this Agreement shall be owned by the Service Provider,

except to the extent it relates solely and exclusively to the Service Recipient’s business or otherwise agreed in writing. Except

as explicitly provided in this Agreement, no license or other right, express or implied, is granted hereunder by any Party to its Intellectual

Property Rights.

-4-

(g) Privacy.

Each Party will (and will cause its applicable Affiliates and Third Party Service Providers to) comply with all Data Protection Requirements

in connection with the Services provided or received hereunder. The Parties shall take all further actions and execute all further documents

as are reasonably necessary to effect such compliance, including the agreement in Exhibit C. Notwithstanding anything to the contrary

herein, neither Party shall be liable to the other Party under this Section 2(g) for any losses, damages, or claims except to

the extent arising from such Party’s gross negligence or willful misconduct.

(h) Security

of IT Assets.

(i) If

a Party or its Affiliates or any of their or their Third Party Service Providers’ personnel (“Accessing Parties”)

is given access to another Party’s or its Affiliates’ IT Assets (as defined in the Contribution Agreement) (or any data stored

therein or processed thereby) in connection with the Services, the Accessing Parties shall comply in all material respects with all of

such other Party’s applicable security and operational policies and procedures provided in advance in writing (including electronically)

to such Accessing Parties (collectively, “Security Regulations”), and shall not knowingly tamper with or compromise

such IT Assets or knowingly circumvent any security, monitoring or audit measures employed by the other Party. The Accessing Party shall

access and use only those IT Assets of the other Party for which it has been granted the right to access and use and only to the extent

that such right has been granted. A Party shall be liable to the other Party for any access to IT Assets by any of its Accessing Parties

only to the extent resulting from such Party’s gross negligence or willful misconduct. A party (y) shall report promptly to the

other Party any material non-compliance by any Accessing Parties with any Security Regulations of which it becomes aware, and (z) shall

promptly terminate the IT Assets access of any Accessing Party following written notice from the other Party, in the event that such

person has materially violated any Security Regulations.

(ii) Each

Party shall have the right to deny any Accessing Party access to its IT Assets upon written notice to the other Party in the event that

such Party reasonably believes that such personnel has materially violated Section 2(h)(i) or otherwise poses a material security

concern, as reasonably determined by such Party. The notified Party shall reasonably cooperate with the other Party in investigating

any apparent unauthorized access to such other Party’s IT Assets. Notwithstanding anything to the contrary herein, neither Party

shall be liable to the other Party under this Section 2(h) for any losses, damages, or claims except to the extent arising from

such Party’s (or its Accessing Parties’) gross negligence or willful misconduct.

3. Service

Personnel. At all times during the performance of the Corporate Services, all Third Party Service Providers shall be in the employ

or under the sole direction and control of the applicable Service Provider or its Affiliates and shall be independent from the applicable

Service Recipient and its Affiliates and not employees of such Service Recipient and its Affiliates and shall not be entitled to any

payment, benefit or perquisite directly from such Service Recipient or any of its Affiliates on account of the provision of such Corporate

Services. For the avoidance of doubt, in the event a Service Provider subcontracts or assigns to a Third Party Service Provider its performance

of any Corporate Service, the fee payable by the Service Recipient shall not exceed the Corporate Service Fee that the Service Recipient

would have otherwise paid to the Service Provider for such Corporate Service unless otherwise mutually agreed by the Parties.

-5-

4. Payment

Terms.

(a) Management

Services Fees.

(i) In

consideration for providing the Management Services, ChronoScale shall pay, or cause one or more of its subsidiaries to pay on a quarterly

basis in arrears within thirty (30) days following the end of each calendar quarter, to APLD Parent, an amount equal to one percent (1%)

of the ChronoScale Group’s gross revenue for the applicable calendar quarter, calculated in accordance with GAAP (the “Management

Services Fees”).

(ii) Within

thirty (30) days following the completion of the ChronoScale Group’s annual audit, the APLD Parent and ChronoScale shall perform

a true-up of the Management Services Fees for such year by recalculating and comparing the aggregate Management Services Fees actually

paid for each quarter of such calendar year against the amount that would have been payable for such quarters based on actual annual

gross revenues (calculated in accordance with GAAP). If the aggregate Management Services Fees previously paid for such calendar year

exceed such recalculated amount, the ChronoScale Group shall be entitled to a refund of, or a credit against future Management Services

Fees in the amount of, such excess, as determined by APLD Parent, which refund shall be paid within thirty (30) days following the completion

of such recalculation or which credit shall be applied dollar-for-dollar against the following payment of the Management Services Fees,

as applicable. If the aggregate Management Services Fees previously paid for such calendar year are less than the amount so recalculated,

the ChronoScale Group shall pay the amount of such shortfall to APLD Parent within thirty (30) days following the completion of such

recalculation.

(iii) Notwithstanding

the foregoing, APLD Parent may, in its sole and absolute discretion, waive all or any portion of the Management Services Fees from time

to time with respect to any specified period. Any such waiver shall apply only to the period expressly specified therein and shall not

constitute a waiver of APLD Parent’s right to receive the full Management Services Fees for any prior or subsequent period, nor

shall it be construed as a course of dealing or modification of this Agreement with respect to any future period.

(iv) In

the event this Agreement expires or is terminated for any reason in accordance with Section 6, the Management Services Fees for

the calendar quarter in which such expiration or termination occurs shall be prorated based on the ChronoScale Group’s actual gross

revenues, determined in accordance with GAAP, for the portion of such calendar quarter elapsed through and including the date of such

expiration or termination. Such prorated Management Services Fees shall be due and payable to APLD Parent within thirty (30) days following

the date of such expiration or termination.

(b) Corporate

Services Fees.

(i) In

consideration for providing each of the Corporate Services, ChronoScale shall pay, or cause one or more of the Service Recipients to

pay, to APLD Parent or the applicable Service Provider, as APLD Parent shall direct, the applicable fees set forth on Exhibit A, as applicable,

or as otherwise mutually agreed by the Parties, with respect to each Corporate Service (the “Corporate Services Fees”,

collectively with the Management Services Fees, the “Service Fees”).

-6-

(ii) Corporate

Service Fees shall be paid on a monthly basis as set forth in this Section 4(b) or as otherwise specified on Exhibit A, as applicable,

with respect to a particular Corporate Service. Unless otherwise set forth in this Agreement (including on Exhibit A), the applicable

Service Recipient shall be responsible for (x) the costs of any additional license fees, temporary right-to-use fees, royalties or other

amounts payable to any third Person, including Third Party Service Providers, (y) in accordance with Section 4(b)(iv) all sales,

excise, use, transfer, value added, goods and services taxes or other similar taxes and other fees and charges imposed by any governmental

body or regulatory authority (together with any interest, penalties or additions to tax imposed with respect thereto, but in each case

excluding any taxes based on or determined by reference to any Service Provider’s assets, receipts, capital or net income) arising

in connection with the sale, purchase, performance, provision or use of the applicable Corporate Services (collectively, the “Sales

Taxes”), and (z) all payroll, withholding or similar taxes imposed on the Service Provider or relating to the Corporate Service

Fees, including without limitation, the Stock Compensation Charges under Section 4(c). Unless the Parties otherwise agree in writing,

any Corporate Service Fees will be billed and paid in U.S. Dollars. All Corporate Service Fees based on a monthly or other time basis

will be pro-rated based on actual days elapsed during the period of service.

(iii) If

any Sales Taxes are required by law to be collected by a Service Provider, (x) the applicable Service Provider will separately list such

Sales Taxes on the invoice delivered to the applicable Service Recipient in accordance with Section 4(b)(iv), detailing the applicable

Service Taxes and a calculation of the amount due, (y) such Service Recipient shall make payment to such Service Provider for the amount

of such Sales Taxes shown as due on such invoice, and (z) such Service Provider shall duly and timely pay such Sales Taxes to the applicable

governmental authority. If the applicable Service Provider receives from the applicable governmental authority a refund of Sales Taxes

that are borne by a Service Recipient pursuant to this Agreement, it shall promptly remit to the applicable Service Recipient, and in

no event later than thirty (30) days, the amount of such refund, net of any reasonable out-of-pocket expenses (including taxes) incurred

by such Service Provider in connection with the receipt or pursuit of such refund. The Parties shall cooperate in good faith in order

to reduce or eliminate Sales Taxes to the extent legally permissible, including but not limited to claiming exemptions where available.

(iv) ChronoScale

shall, or shall cause one or more the Service Recipients, to submit to APLD Parent a monthly invoice for the Corporate Service Fees,

including any Sales Taxes due and owing in accordance with this Section4 (b)(iv), that apply to the Corporate Services performed

following the end of each calendar month, provided, that to the extent any Sales Taxes are assessed or become due and owing following

such invoice period, such Sales Taxes may be submitted to the Service Recipient on a supplemental invoice as soon as commercially practicable,

in each case setting forth an itemized list of such Corporate Services and the Corporate Service Fees charged therefore in accordance

with the fee structure specified in the applicable Section of Exhibit A, as applicable, for each such Corporate Service. APLD Parent

shall, or shall cause one or more of the Service Providers to, provide such supporting documentation as the Service Recipient may reasonably

request. Except as otherwise set forth in Exhibit A, as applicable, ChronoScale shall, or shall cause one or more the Service Recipients,

to, pay in full undisputed amounts due under this Agreement within thirty (30) days following receipt of the applicable invoice.

Charge Recovery.

(i) Prior

to the Effective Date, APLD Parent made incentive payments in the form of APLD Parent restricted stock units denominated in shares of

APLD Parent common stock (“APLD RSUs”) or other APLD Parent equity-based awards to certain employees who provide services

in respect of its cloud computing business. To the extent that APLD Parent recognizes any stock-based compensation expense (including,

without limitation, any charge, cost, or accrual required under applicable accounting standards and all payroll, withholding or similar

taxes imposed in connection with such stock-based compensation) in connection with or arising from any such APLD RSUs following the Effective

Date (each such expense and related tax or withholding, a “Stock Compensation Charge”), ChronoScale shall, or shall

cause one or more of the Service Recipients, to reimburse APLD Parent for the full amount of each Stock Compensation Charge so recognized

in accordance with this Agreement.

-7-

(ii) APLD

Parent shall include in the monthly invoice for the Corporate Service Fees the amount of each Stock Compensation Charge and the period

during which it was recognized. Payment of the Stock Compensation Charges shall be in accordance with the terms set forth in Section

4(b)(ii); provided, however, APLD Parent shall determine, in its sole and absolute discretion, the form of reimbursement

for the Stock Compensation Charges, which may include any one or a combination of the following: (a) a cash payment in immediately available

funds; (b) the issuance of shares of ChronoScale common stock to APLD Parent, with such shares valued at the lowest of the volume-weighted

average closing prices for the ten (10) trading days immediately preceding the date of the applicable Stock Charge Notice; or (c) such

other method or form of consideration as APLD Parent may designate.

(iii) The

obligations set forth in this Section 4(c) shall continue in full force and effect for so long as APLD Parent continues to recognize

any Stock Compensation Charge with respect to any APLD RSUs, regardless of any expiration or termination of this Agreement, and shall

survive any such expiration or termination. For the avoidance of doubt, no vesting, forfeiture, or modification of any APLD RSU at any

time after the Effective Date, including in respect of APLD RSU’s for which a Stock Compensation Charge has already been paid to

APLD Parent, shall result in any right of repayment or recoupment by ChronoScale or any of its subsidiaries or relieve ChronoScale of

its obligation to reimburse APLD Parent for any Stock Compensation Charge actually recognized by APLD Parent in connection therewith.

(d) Disputes

and Resolution. Each Service Recipient shall promptly notify APLD Parent in writing of any amounts billed to the Service Recipient

for any Corporate Services or Stock Compensation Charges that are in Dispute. Upon receipt of such notice, ChronoScale and APLD Parent

shall resolve any such Dispute in accordance with the terms and procedures of Section 8. The Service Recipient shall pay the Corporate

Services Fees or Stock Compensation Charges payable for the applicable month, less the amount of any Corporate Service Fees in Dispute

in accordance with this Section 4(d), on or prior to the due date specified in Section 4(a) – (c). Promptly upon

the resolution of such Dispute (and in any event no more than five (5) days after the resolution of such Dispute, ChronoScale shall,

or shall cause one or more the Service Recipients, to, pay to APLD Parent or the applicable Service Provider, as APLD Parent shall direct,

the amount mutually agreed or otherwise determined in the resolution of such Dispute within thirty (30) days of resolution.

5. Other

Covenants.

(a) Indemnification.

Each member of the ChronoScale Group shall indemnify and hold each member of the APLD Group, and each of their respective directors,

managers, members, equityholders, officers, employees, controlling persons, and other representatives (the “Indemnified Parties”)

harmless from and against all injuries, losses, damages, liabilities (including liabilities for taxes), settlements, judgments, awards,

penalties, fines, costs or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense

(collectively, “Damages”), any of them, may suffer, sustain or incur or become subject to, resulting from (i) a third

party claim brought against any of the members of the APLD Group that arises out of such member of the APLD Group’s or its applicable

Indemnified Parties’ gross negligence, willful misconduct or fraud in connection with any such Services or (ii) a breach of this

Agreement by a member of the ChronoScale Group, including, without limitation, any covenant contained herein, in each case, except to

the extent such Damages result from or arise out of the willful misconduct, gross negligence or fraud of any such Indemnified Party.

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(b) Limitation

on Liability.

(i) NOTWITHSTANDING

ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OTHER THAN IN THE EVENT OF FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ANY MEMBER OF THE

APLD GROUP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS

OR LOSS OF ANTICIPATED SAVINGS, ARISING FROM OR RELATING TO ANY CLAIMS, LOSSES, DAMAGES, INJURIES OR LIABILITIES RESULTING FROM ANY ACT

OR OMISSION UNDER THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES, DAMAGES, INJURIES

OR LIABILITIES OR NOT. FOR THE AVOIDANCE OF DOUBT, LIABILITIES FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5(a)

RELATING TO A THIRD-PARTY CLAIM SHALL NOT BE DEEMED TO BE ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(ii) EXCEPT

IN THE EVENT OF FRAUD OR WILLFUL MISCONDUCT, OR ANY CLAIMS MADE UNDER SECTION 5(a), IN NO EVENT SHALL ANY MEMBER OF THE APLD GROUP

BE LIABLE UNDER OR IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT FOR ANY AMOUNT IN EXCESS OF TEN PERCENT OF THE AGGREGATE SERVICE

FEES PAID THE APLD GROUP UNDER THIS AGREEMENT. THIS SECTION 5 REPRESENTS AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES.

WITHOUT THIS ALLOCATION OF RISK, NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT.

(iii) THE

LIMITATIONS ON LIABILITY IN THIS SECTION 5(b) WILL APPLY TO ANY CLAIMS, LOSSES, DAMAGES, INJURIES OR LIABILITIES, HOWEVER CAUSED

AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN

IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES, DAMAGES, INJURIES OR LIABILITIES, AND REGARDLESS OF WHETHER

THE LIMITED REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Express or Implied Warranties. Each Service Recipient acknowledges and agrees that, except

as expressly provided herein, NO APLD GROUP MEMBER IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE

SERVICES OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND EACH CHRONOSCALE GROUP MEMBER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH

WARRANTIES (INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) IN CONNECTION THEREWITH.

(d) Confidentiality.

Each Party shall, and shall cause each of its Affiliates and its and their respective officers, directors, agents, employees and representatives

to, hold all proprietary and confidential information and documents relating to the business of any other Party disclosed to it by reason

of or in connection with this Agreement or any Services confidential, and will not disclose any of such information or documents to any

individual or entity without the prior written consent of the disclosing Party unless otherwise required by applicable law.

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(e) Non-Recourse.

Notwithstanding anything to the contrary in this Agreement, (i) this Agreement may only be enforced against, and all Proceedings (whether

in contract or in tort, in law or in equity) that may be based upon, arise out of or related to this Agreement, or the negotiation, execution

or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement

to enter into this Agreement), may be made only against the Persons that are expressly identified as Parties hereto, and then only with

respect to the specific obligations set forth herein with respect to such Party and (ii) no Person who is not a named party to this Agreement,

including any past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent,

attorney or representative of any named party to this Agreement (or any Affiliate of any of the aforementioned) (the “Non-Party

Affiliates”), shall have any liability (whether in contract or in tort, in Law, in equity, granted by statute or based upon

any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising

under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or the

negotiation or execution hereof and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party

Affiliates to the maximum extent permitted by Law. The Non-Party Affiliates are expressly intended as third-party beneficiaries of this

provision of this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, each Party disclaims any reliance

on any Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in connection

with, or as an inducement to this Agreement.

6. Term;

Termination.

(a) Term.

Unless otherwise provided on Exhibit A, the term of this Agreement shall commence on the Effective Date and continue in full force and

effect for an initial period of twelve (12) months (the “Initial Term”). Thereafter, this Agreement shall automatically

renew for successive one (1) month periods (each, a “Renewal Term”), unless either Party provides written notice of

non-renewal to the other Party at least sixty (60) days prior to the expiration of the Initial Term or at least twenty (20) days prior

to the expiration of the then-current Renewal Term, as applicable. Notwithstanding the foregoing, this Agreement may be terminated earlier

pursuant to and in accordance with Section 6(b). For the avoidance of doubt, with respect to individual Services, the term of

such Service (each, a “Service Term”) will commence on the Effective Date and shall expire and terminate upon the

termination date specified for such Service in Exhibit A, unless earlier terminated pursuant to Section 6(b) (the last date in

each such Service Term is referred to herein as the “Service Termination Date” for each of such Services).

(b) Early

Termination.

(i) This

Agreement may be terminated by APLD Parent at any time by providing at least thirty (30) days prior written notice to ChronoScale. The

provision of one or more of the Corporate Services provided hereunder may be terminated by APLD Parent at any time.

(ii) Prior

to the end of a Term, either APLD Parent or ChronoScale may (i) upon any material default or material breach of this Agreement by the

other Party that is not cured within thirty (30) days after the alleged breaching Party’s receipt of written notice from the non-breaching

Party describing the nature of such default or breach, immediately terminate the Services affected by such material default or material

breach, or (ii) upon written notice to the other Party, terminate this Agreement in its entirety if the other Party makes an assignment

for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage of any state, Federal

or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property

and business and such receiver or receiver/manager remains undischarged for a period of fifteen (15) days.

as an Affiliate. As a result of any restructuring of APLD Parent or ChronoScale, any direct or indirect change in control of APLD

Parent or ChronoScale (whether by merger, consolidation or otherwise) or any other transaction involving the sale, assignment or other

transfer of any capital stock of APLD Parent or ChronoScale or any assets of APLD Parent or ChronoScale, APLD Parent shall have the right,

but not the obligation, to immediately terminate this Agreement.

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(d) Effect

of Termination.

(i) Termination

of this Agreement in its entirety or with respect to an individual Corporate Service shall not release any Party from any liability,

the continuing duty to provide those Corporate Services or portions thereof that have not been terminated, or any other obligation that

already has accrued as of the effective date of termination (including, for the avoidance of doubt, any Service Provider’s rights

to receive or the respective Service Recipient’s obligations to pay the Corporate Service Fees for such Corporate Services performed,

prior to and through the date of termination of this Agreement) and shall not constitute a waiver or release of, or otherwise be deemed

to adversely affect, any rights, remedies or claims which a Party may have hereunder at Law, in equity or otherwise or which may raise

out of or in connection with such termination. In the event of the termination of this Agreement or any Corporate Service for any reason,

all applicable rights and obligations of the Parties with respect to this Agreement (or such Service, as applicable), will immediately

cease and terminate, and no Party will have any further obligation to the other Party with respect to this Agreement (or such Corporate

Service, as applicable), except that no such termination shall relieve any Party hereto of (x) any liability for Damages resulting from

a breach by such Party of this Agreement prior to the termination hereof, (y) any obligation to pay Sales Taxes accrued but unpaid as

of the date of such termination for the Corporate Service performed prior to such termination as required by law or (z) any obligation

to pay Service Fees accrued but unpaid as of the date of such termination for the Corporate Service performed prior to such termination.

(ii) For

the avoidance of doubt, the termination of any individual Corporate Service pursuant to this Section 6 shall not affect (x) the

provision of such Corporate Service by such Service Provider to any other Service Recipient, (y) the provision of any other Corporate

Service by such Service Provider, or (z) the receipt of any other Corporate Service to which such Service Recipient is otherwise entitled

to receive hereunder.

(e) Survival.

The provisions of Section 4(a), Section 4(b), Section 4(c), Section 5, Section 6(d), this Section

6(e), Section 8 and Section 9 shall survive any termination of this Agreement.

7. Force

Majeure and Service Interruptions.

(a) Force

Majeure. Except for payment amounts then due, neither Party nor any of such Party’s Affiliates and its and their respective

officers, directors, managers, equityholders, employees, Third Party Service Providers, agents and representatives shall be liable to

the other Party (and shall not be deemed in breach of this Agreement) for any interruption of Services, or any delay or default in the

provision or performance of any Services by it hereunder to the extent such interruption, delay or default is caused by matters or events

that are beyond its control, including any act of God, war, civil commotion, destruction of production facilities or materials by fire,

earthquake, or storm, labor disturbance, epidemic or pandemic, or failure of suppliers, public utilities or common carriers (each, a

“Force Majeure Event”). The applicable Party shall promptly notify the other Party in writing of any Force Majeure

Event affecting such Party and causing any delay or default in the provision or performance of any Service by it hereunder and the probable

extent to which such Service Provider shall be unable to perform, and the affected Party shall use its reasonable best efforts to mitigate

and remove such Force Majeure as promptly as practicable in order to resume performance. The unaffected Party shall have no obligation

hereunder (including no obligation to pay applicable Service Fees) with respect to the obligations the affected Party is unable to perform

due to the Force Majeure Event. Upon the cessation of the Force Majeure Event, the Parties will promptly resume performance of their

obligations under this Agreement. If a Force Majeure Event prevents a Party from performing its obligations under this Agreement for

more than thirty (30) consecutive days, the other Party shall have the right to terminate the affected Services upon written notice.

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(b) Corporate

Service Interruptions. In the event of any interruption, shut down or suspension of Corporate Services provided by or on behalf of

a Service Provider, including due to a Force Majeure Event, such Service Provider will use its commercially reasonable efforts to afford

the applicable Service Recipient the benefit of any arrangements for substitute services that such Service Provider makes on its own

behalf, and shall consult with the Service Recipient prior to any such interruptions, shut downs or suspensions to the extent reasonably

practicable or, if not reasonably practicable, reasonably promptly thereafter in order to establish reasonable alternative arrangements

for such Corporate Services as necessary in order to avoid unreasonable disruption to the conduct of the Business. In the event of any

interruption, shut down or suspension, and to the extent reasonable substitute services are not provided to the Service Recipient or

otherwise commercially or technically reasonable or feasible, the applicable Service Recipient may obtain replacement services at the

Service Recipient’s sole cost and expense from a third party for the duration of such interruption, shut down or suspension or

for such longer period as the Service Recipient shall be reasonably required to commit to in order to obtain such replacement services.

8. Dispute

Resolution.

(a) Legal

Action. If the Service Recipient disputes any invoice or other request for payment acting reasonably and in good faith, the Service

Recipient shall immediately notify APLD Parent in writing. The Parties shall negotiate in good faith to attempt to resolve the relevant

dispute promptly. APLD Parent shall provide all such evidence as may be commercially reasonably necessary to verify the disputed invoice

or request for payment. If the Parties have not resolved a dispute under this Section 8 within 30 days of the Recipient giving

notice to the Provider, the dispute shall be resolved in accordance with Section 9(h) unless otherwise agreed by the Parties in

writing. Where only part of an invoice is disputed in accordance with this Section 8, the undisputed amount shall be paid on the

due date as set out in Section 4. The APLD Group’s obligations, if any, to provide the Services shall not be affected by

any payment dispute, including its obligations to provide the Services to which the payment dispute relates.

(b) Disputed

Services. In the event of any dispute, controversy or claim arising solely and exclusively out of or relating to this Agreement (a

“Dispute”) with respect to the provision, termination or reduction of any Service (such Service, a “Disputed

Service”), including, without limitation, subject to Section 6(b)(ii), notwithstanding anything to the contrary herein,

the Parties acknowledge and agree that each Service Provider shall continue to provide any Disputed Service necessary for such Service

Provider or the applicable Service Recipient to comply with applicable law, as reasonably determined by APLD Parent, in its sole and

absolute discretion, for the pendency of any such Dispute. Any Services Fees payable with respect to any such Disputed Service shall

be payable in accordance with Section 4(c).

9. Miscellaneous.

(a) Notices.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or

sent by electronic mail (in the case of electronic mail, to be effective with a copy sent by any other method permitted hereunder or

when the receiving party confirms receipt of such notice sent by electronic mail) or sent, postage prepaid, by registered, certified

or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand or electronic mail (in the

case of electronic mail, to be effective with a copy sent by any other method permitted hereunder or when the receiving party confirms

receipt of such notice sent by electronic mail), or if mailed, three (3) days after mailing (or one (1) Business Day in the case of express

mail or overnight courier service), as set forth on Exhibit B.

-12-

(b) Independent

Contractor Status. The relationship among the Parties established under this Agreement is that of independent contractors, and nothing

in this Agreement shall be deemed to make any Party the agent of any other Party or to create a partnership or joint venture among the

Parties for any purpose whatsoever. Except as otherwise provided herein, neither Party will have any right, power or authority to create

any obligation, express or implied, on behalf of the other Party nor, by virtue of this Agreement, will either Party act or represent

or hold itself out as having authority to act as an agent or partner of the other Party, or in any way bind or commit the other Party

to any obligations. Each Party shall at all times retain exclusive management and control over its officers, employees, policy decisions

and business operations. The employees of each Party shall not, by virtue of this Agreement, be considered employees of any other Party

for any purpose and each Party shall remain solely responsible for all liabilities, costs, expenses and other obligations related to

its respective employees, including but not limited to the payment of salary and wages, any termination and severance costs and any payroll

or employment-related or similar taxes, assessments or charges.

of Service Recipients. Each Service Recipient shall cooperate diligently with the respective Service Provider by promptly providing

all information reasonably necessary and reasonably requested by such Service Provider for the performance of the Services. Should any

Service Recipient’s failure to supply such requested information render performance of any Services unreasonably impracticable,

the respective Service Provider providing such Services may pursue dispute resolution pursuant to Section 8 hereof and, during

the pendency of such dispute resolution, provide such Services solely to the extent feasible in the absence of such requested information

until such requested information is provided.

(d) Nonexclusivity

of Services. The Parties acknowledge and agree that nothing in this Agreement shall prevent or prohibit any Service Provider from

providing any Service to its own businesses or to any other individual or entity or their respective businesses.

(e) Amendment;

Waiver. Any term of this Agreement may be amended, terminated or waived only with the written consent of ChronoScale and APLD Parent.

Any amendment or waiver effected in accordance with this Section 9(e) shall be binding upon the Parties hereto and their successors

and permitted assigns.

(f) Successors

and Assigns; No Third Party Beneficiaries. This Agreement and the rights and obligations hereunder are not assignable (whether by

operation of Law or otherwise) unless such assignment is consented to in writing by the other Parties hereto; provided, that no

such assignment shall relieve the assigning Party of its obligations hereunder. The terms and conditions of this Agreement shall inure

to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied,

is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations

or liabilities under or by reason of this Agreement, except as expressly provided in Section 5(a) and Section 5(e) of this

Agreement.

(g) Interpretation.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting

this Agreement.

(h) Governing

Law. This Agreement and all matters arising directly or indirectly herefrom shall be governed by and construed in accordance with

the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed

entirely within the State of Delaware, without giving effect to conflict of law principles thereof that would result in the application

of any other Laws. The Parties (a) hereby irrevocably and unconditionally submit to the sole and exclusive jurisdiction of the Court

of Chancery of the State of Delaware or, if such court refuses or otherwise declines to exercise jurisdiction, the state courts of Delaware

or the United States District Court for the District of Delaware (collectively, the “Chosen Courts”) for the purpose

of any Legal Proceeding arising out of or based upon this Agreement, (b) agree not to commence any Legal Proceeding arising out of or

based upon this Agreement except in the Chosen Courts and (c) hereby waive, and agree not to assert, by way of motion, as a defense,

or otherwise, in any such Legal Proceeding, any claim that it is not subject personally to the jurisdiction of the Chosen Courts, that

the Legal Proceeding is brought in an inconvenient forum, that the venue of the Legal Proceeding is improper or that this Agreement or

the subject matter hereof may not be enforced in or by such court.

-13-

(i) Waiver

of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,

ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS

OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER

ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION

OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF

THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(j) Severability.

If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, illegal or otherwise

unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including,

without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,

that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable

to the fullest extent permitted by law and (ii) to the fullest extent possible, the provisions of this Agreement (including, without

limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,

that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

(k) Delays

or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach

or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting

Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach

or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default

theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any

breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must

be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement

or by law, or otherwise afforded to any Party, shall be cumulative and not alternative.

(l) Entire

Agreement. This Agreement (including the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement

between the Parties with respect to the subject matter hereof.

(m) Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature

Pages Follow]

-14-

WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

APPLIED DIGITAL CORPORATION

By: /s/

Saidal Mohmand

Name: Saidal Mohmand

Title: Chief Financial Officer

CHRONOSCALE

CORPORATION

By:

/s/ Jerome Wong

Name: Jerome

Wong

Title: Chief

Financial Officer

[Signature Page to Management Advisory and Corporate Services Agreement]

Exhibit

Services

A-1

Exhibit

Notices

B-1

Exhibit

CCPA

Data Processing Addendum

C-1

EX-10.5

Filename: ex10-5.htm · Sequence: 4

Exhibit

10.5

INDEMNITY

AGREEMENT

This

Indemnity Agreement is made as of [●], 2026, by and between Chronoscale Corporation, a Nevada corporation (the “Company”)

and [●] (the “Indemnitee”).

RECITALS

A. The

Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations

unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and

risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship

to the compensation of such directors, officers and other agents.

B. The

statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting,

and therefore fail to provide such directors, officers and agents with adequate, reliable knowledge of legal risks to which they are

exposed or information regarding the proper course of action to take.

C. Plaintiffs

often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that

the defense and/or settlement of such litigation is often beyond the personal resources of directors, officers and other agents.

D. The

Company believes that it is unfair for its directors, officers and agents and the directors, officers and agents of its subsidiaries

to assume the risk of huge judgments and other expenses which may occur in cases in which the director, officer or agent received no

personal profit and in cases where the director, officer or agent was not culpable.

E. The

Company recognizes that the issues in controversy in litigation against a director, officer or agent of a corporation such as the Company

or its subsidiaries are often related to the knowledge, motives and intent of such director, officer or agent, that the Indemnitee is

usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters, and that the long

period of time which usually elapses before the trial or other disposition of such litigation often extends beyond the time that the

director, officer or agent can reasonably recall such matters and may extend beyond the normal time for retirement for such director,

officer or agent with the result that the Indemnitee, after retirement or in the event of the Indemnitee’s death, the Indemnitee’s

spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense,

which may discourage such a director, officer or agent from serving in that position.

F. Based

upon their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that,

to retain and attract talented and experienced individuals to serve as directors, officers and agents of the Company and its subsidiaries

and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary

for the Company to contractually indemnify its directors, officers and agents and the directors, officers and agents of its subsidiaries,

and to assume for itself maximum liability for expenses and damages in connection with claims against such directors, officers and agents

in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual

indemnification could result in great harm to the Company and its subsidiaries and the Company’s stockholders.

G. Pursuant

to Section 2.5 of that certain Investor Rights Agreement, dated as of [●], 2026, by and between the Company and APLD ChronoScale

Holdco LLC, a Delaware limited liability company, the Company has agreed to enter into and at all times maintain in effect an indemnification

agreement with the Indemnitee.

H. Section

78.7502 of the Nevada Revised Statutes, under which the Company is organized (“Section 78.7502”), empowers the Company

to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company,

as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification

provided by Section 78.7502 is not exclusive.

I. The

Company desires and has requested the Indemnitee to serve or continue to serve as a director, officer or agent of the Company and/or

one (1) or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services

to the Company and/or one (1) or more subsidiaries of the Company.

J. The

Indemnitee is willing to serve, or to continue to serve, the Company and/or one (1) or more subsidiaries of the Company, provided that

the Indemnitee is furnished the indemnity provided for herein.

NOW,

THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) Agent.

For the purposes of this Agreement, “agent” of the Company means any person who is or was a director, officer, employee or

other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent

the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic

corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic

corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or

agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.

(b) Expenses.

For purposes of this Agreement, “expenses” include all out-of-pocket costs of any type or nature whatsoever (including, without

limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with

either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement

or Section 78.7502 or otherwise; provided, however, that “expenses” shall not include any judgments, fines, ERISA excise

taxes or penalties, or amounts paid in settlement of a proceeding.

For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit or other proceeding,

whether civil, criminal, administrative, or investigative.

(d) Subsidiary.

For purposes of this Agreement, “subsidiary” means any corporation of which more than fifty percent (50%) of the outstanding

voting securities is owned directly or indirectly by the Company, by the Company and one (1) or more other subsidiaries, or by one (1)

or more other subsidiaries.

2. Agreement

to Serve. The Indemnitee agrees to serve and/or continue to serve as agent of the Company, at its will (or under separate agreement,

if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, so long as the Indemnitee is duly

appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the

Company or until such time as the Indemnitee tenders such Indemnitee’s resignation in writing; provided, however,

that nothing contained in this Agreement is intended to create any right to continued employment of the Indemnitee by the Company.

3. Liability

Insurance.

(a) Maintenance

of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent

of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee

was an agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect

directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established

and reputable insurers.

(b) Rights

and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the

Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee

is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s

key employees, if the Indemnitee is not a director or officer but is a key employee.

on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain

D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such

insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so

as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. Mandatory

Indemnification. The Company shall indemnify the Indemnitee to the fullest extent permitted by Nevada law (including, without limitation,

Nevada Revised Statutes 78.7502 and 78.751, and in particular 78.751(3)), the Articles of Incorporation of the Company, as amended (the

“Articles”) and the bylaws of the Company, as amended (the “Bylaws”) in effect on the date hereof

or as Nevada law, the Articles or the Bylaws may from time to time be amended (but, in the case of any such amendment, only to the extent

such amendment permits the Company to provide broader indemnification rights than Nevada law, the Articles and the Bylaws permitted the

Company to provide before such amendment). Such indemnification shall include, without limitation, the rights granted to Indemnitee under

this Agreement.

(a) Third

Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than

an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason

of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all expenses

and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts

paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal

of such proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed

to the best interests of the Company and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable

cause to believe the Indemnitee’s conduct was unlawful.

(b) Derivative

Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right

of the Company by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done

by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred

by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceeding, provided the Indemnitee acted

in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its

stockholders; except that no indemnification under this Section 4(b) shall be made in respect to any claim, issue or matter

as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and

only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication

of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts

which the court shall deem proper.

where the Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any

proceeding by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by

the Indemnitee in any such capacity, and if prior to, during the pendency of after completion of such proceeding the Indemnitee becomes

deceased, the Company shall indemnify the Indemnitee’s heirs, executors and administrators against any and all expenses and liabilities

of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)

actually and reasonably incurred to the extent the Indemnitee would have been entitled to indemnification pursuant to Section 4(a)

or 4(b) above were the Indemnitee still alive.

(d) Limitations.

Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type

whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) for which

payment is actually made to or on behalf of the Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under

a valid and enforceable indemnity clause, by-law or agreement.

5. Partial

Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or

a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes

and penalties, and amounts paid in settlement) incurred by the Indemnitee in the investigation, defense, settlement or appeal of a proceeding,

but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee

for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. Advancement

of Expenses. The Company shall, to the fullest extent permitted by applicable law, advance all expenses (including attorneys’

fees, costs and expenses) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding

to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of

the Company. The Indemnitee hereby undertakes to repay any such amounts so advanced (without interest) if, and to the extent that, it

shall be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances

to be made hereunder, if any, shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written

request therefor by the Indemnitee to the Company. In the event that the Company fails to pay expenses as incurred by the Indemnitee

as required by this Section 6, the Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to

require the Company to pay expenses as set forth in this Section 6. If the Indemnitee seeks mandatory injunctive relief pursuant

to this Section 6, it shall not be a defense to enforcement of the Company’s obligations set forth in this Section 6

that the Indemnitee has an adequate remedy at law for damages. Notwithstanding the foregoing, this Section 6 shall not apply

to any claim made by the Indemnitee for which indemnity is excluded pursuant to Section 9.

7. Notice

and Other Indemnification Procedures.

(a) Notice

by the Indemnitee. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any

proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company

under this Agreement, notify the Company in writing (email being sufficient) of the commencement or threat of commencement thereof.

(b) Notice

by the Company. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a)

hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the

insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable

action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with

the terms of such policies.

In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate,

shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee

of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention

of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently

incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ counsel

in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously

authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company

and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense

of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

8. Determination

of Right to Indemnification.

(a) Successful

Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding (including, without

limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that the Indemnitee

is or was an agent of the Company at any time, the Company shall indemnify the Indemnitee against all expenses of any type whatsoever

actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of such proceeding.

(b) Other

Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and

except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in Section 8(c) below

that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

of Forum. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b)

hereof that the Indemnitee is not entitled to indemnification will be heard from among the following:

(i) A

quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;

(ii) The

stockholders of the Company;

(iii) Legal

counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion;

(iv) A

panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last

of whom is selected by the first two (2) arbitrators so selected.

(d) Submission

to Forum. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice

of forum pursuant to Section 8(c) above, the Company shall, at its own expense, submit to the selected forum in such manner

as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification;

and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

(e) Application

to Court. Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled

to indemnification with respect to a specific proceeding, the Indemnitee shall have the right to apply to the New York Supreme Court,

the court in which that proceeding is or was pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s

right to indemnification pursuant to this Agreement.

(f) Expenses

Related to this Agreement. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the

Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8

involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company

and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of

competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in

bad faith.

9. Limitations

on Indemnification. Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this

Agreement:

(a) Claims

Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit or proceeding (or part

thereof) initiated voluntarily by the Indemnitee (except with respect to any compulsory counterclaim brought by the Indemnitee or an

action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement),

unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company;

(b) Section

16(b) Matters. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for disgorgement

of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b)

of the Securities Exchange Act of 1934, as amended; or

by Law. To indemnify the Indemnitee in any circumstance where such indemnification has been determined by a final (not interlocutory)

judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further

right or option of appeal or the time within which an appeal must be filed has expired without such filing to be prohibited by law.

10. Non-exclusivity.

The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other

rights which the Indemnitee may have under any provision of law, the Company’s Articles or Bylaws, the vote of the Company’s

stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity

and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s

rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the

heirs, executors and administrators of the Indemnitee.

11. Enforcement.

Any right to indemnification or advances granted by this Agreement to the Indemnitee shall be enforceable by or on behalf of the Indemnitee

in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition

of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole

or in part, shall be entitled to be paid also the expense of prosecuting the Indemnitee’s claim. It shall be a defense to any action

for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant

to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not

entitled to indemnification because of the limitations set forth in Section 4 and Section 9 hereof. Neither the

failure of the Company (including its Board or its stockholders) to have made a determination prior to the commencement of such enforcement

action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its

Board or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee

is not entitled to indemnification under this Agreement or otherwise.

12. Subrogation.

In the event the Company is obligated to make a payment under this Agreement, the Company shall be subrogated to the extent of such payment

to all of the rights of recovery under an insurance policy or any other indemnity agreement covering the Indemnitee, who shall execute

all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring

suit to enforce such rights.

13. Survival

of Rights.

(a) All

agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is an agent of the Company

and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action,

suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that the Indemnitee

was serving in the capacity referred to herein.

(b) The

Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all

or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner

and to the same extent that the Company would be required to perform if no such succession had taken place.

14. Interpretation

of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification

to the Indemnitee to the fullest extent permitted by law including those circumstances in which indemnification would otherwise be discretionary.

15. Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i)

the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of

any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the

provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision

held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to

give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14

hereof.

16. Modification

and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the

parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions

hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. Notice.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) when

personally delivered by hand or recognized courier and receipted for by the party addressee, on the date of such receipt, (ii) if mailed

by certified or registered mail with postage prepaid, on the third business day after the mailing date or (iii) if sent by confirmed

facsimile, on the date sent. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently

modified by written notice.

18. Governing

Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Nevada as applied to contracts

between Nevada residents entered into and to be performed entirely within Nevada. If, notwithstanding the foregoing, a court of competent

jurisdiction shall make a final determination that the provisions of the law of any state other than Nevada govern indemnification by

the Company of the Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest

extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

[Remainder

of Page Intentionally Left Blank]

The

parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

The

Company: CHRONOSCALE CORPORATION

By:

Name:

Title:

Address:

3811 Turtle Creek Blvd., Suite 2100

Dallas,

TX 75219

The

Indemnitee: [●]

[●]

Address: [●]

[Signature

Page to Chronoscale Corporation - Indemnity Agreement ([Director Last Name])]

EX-10.6

Filename: ex10-6.htm · Sequence: 5

Exhibit

10.6

ChronoScale

Corporation

May

5, 2026

Ying

Cenly Chen

Via

Re: Offer

of Employment

Dear

Ying:

are pleased to offer you employment with ChronoScale Corporation, a Nevada corporation (“Company”) on the terms set

forth in this letter agreement (together with Exhibit A hereto, the “Letter Agreement”), effective as of May

5, 2026, or such other date as mutually agreed by the parties hereto (the “Effective Date”).

Position:

You will have the position of Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”)

or such other person as designated from time to time by the Board. Your duties and responsibilities may be modified from time to time

by the Board or other individual to whom you report. You are an exempt employee and are not entitled to overtime pay regardless of the

number of hours worked.

You

will at all times perform your duties and responsibilities honestly, diligently, in good faith and to the best of your ability. You will

observe and comply with all of the policies and procedures established by the Company that are applicable to the Company’s employees,

and with all applicable laws, rules and regulations imposed by any governmental or regulatory authorities, in each case, as in effect

from time to time. You will exercise your best efforts in furtherance of, and devote all of your business time and efforts to, the operation

of the business and affairs of the Company and its subsidiaries and shall not provide any services to any other person, company, entity

or firm during your employment unless approved by the Company in writing.

Location:

Your services will be performed primarily remotely, from a location within the continental United States. You acknowledge that you

may be expected to travel in furtherance of the performance of your duties and agree to do so as needed, and as directed.

Base

Salary: Your base salary shall be at the annualized rate of $650,000 (the “Base Salary”). The Base Salary shall

be payable in accordance with the Company’s normal payroll practices, subject to applicable withholdings and deductions, and shall

be subject to review by the Company from time to time.

Annual

Bonus Opportunity: For each fiscal year during your employment, you may also be eligible for a discretionary annual bonus with a

target of 100% of your Base Salary (the “Annual Bonus”), pro-rated for the fiscal year in which you commence employment

hereunder, subject to applicable withholdings and deductions. The actual amount of your Annual Bonus, if any, shall be based upon Company

performance and your individual performance for such fiscal year, as determined by the Board or the Compensation Committee thereof (the

“Committee”), and may be more or less than such target amount. Each Annual Bonus, if any, will be subject to your

continued employment with the Company through the date of payment, irrespective of any reason for your termination, and shall not be

earned until it is paid to you.

Equity

Award: The Company shall recommend to the Board or the Committee that you be granted 2,800,000 restricted stock units (the “RSUs”)

under the ChronoScale Corporation 2026 Omnibus Equity Incentive Plan (as may be amended, restated, or otherwise modified from time to

time, the “Plan”) as soon as reasonably practical following the Effective Date. Subject to approval by the Board or

the Committee, the RSUs are expected to vest as follows: (i) one-third (1/3rd) of the RSUs shall vest on the one (1)-year anniversary

of the date of grant (the “Cliff Date”); and (ii) one-sixth (1/6th) of the RSUs shall vest on each six (6) month anniversary

of the Cliff Date thereafter (such that the RSUs shall be fully vested on the third anniversary of the date of grant), in each case,

subject to your continued employment with the Company through the applicable vesting date.

Paid

Time Off: You will be eligible for paid time off and other leave time in accordance with the Company’s policies as may be in

effect from time to time.

Other

Benefits: You shall be eligible for participation in welfare and other benefit plans, practices, policies and programs established

by the Company or any of its subsidiaries, on such terms as may be generally available to employees of the Company, and your participation

in such plans is subject to the terms and conditions of the Company’s (or its subsidiaries’) benefit plan documents, policies

and procedures, from time to time established and in effect. The Company reserves the right to change, replace or terminate any or all

of the foregoing benefits from time to time, including contribution levels.

Expenses:

The Company will reimburse you for all reasonable, documented business expenses you incur in accordance with the performance of your

duties to the Company, subject to the Company’s policies with respect to expense reimbursement as in effect from time to time.

Employee

Covenants Agreement: You are required, as a condition of your employment with the Company, to execute the Employee Non-Disclosure,

Invention Assignment and Restrictive Covenants Agreement attached hereto as Exhibit A (the “Employee Covenants Agreement”)

simultaneously herewith and to comply with all its terms.

-2-

Termination:

Employment with the Company is for no specific period of time. Your employment with the Company shall be “at will,” meaning

that either you or the Company may terminate your employment at any time and for any reason or for no reason, with or without advance

notice. If your employment is terminated for any reason, you will receive only (i) payment of any accrued and unpaid Base Salary as of

such termination date, and (ii) reimbursement of business expenses incurred but not paid prior to such termination date, to the extent

eligible for reimbursement in accordance with the terms of this Letter Agreement (together, the “Accrued Obligations”).

Notwithstanding the foregoing, in the event your employment is terminated by the Company without “Cause” (as defined below)

then, subject to your execution and delivery to the Company, and non-revocation (if applicable), of an executed waiver and release of

claims in a form provided by the Company (the “Release”) that becomes effective and irrevocable within sixty (60)

days of your date of termination (or such shorter time period set forth in the Release), and your continued compliance with the terms

and conditions of this Letter Agreement, the Employee Covenants Agreement, and the Release, you shall receive, in addition to the Accrued

Obligations, the following: (i) an amount in cash equal to eighteen (18) months of your Base Salary at the rate in effect as of your

date of termination, payable, less applicable withholdings and deductions, in the form of salary continuation in regular installments

over eighteen (18) months, with the first of such installments to commence on the first regular payroll date following the date the Release

becomes effective and irrevocable (the “Installment Payments”); (ii) payment of any Annual Bonus for the preceding

fiscal year of the Company, to the extent unpaid as of the termination, in an amount equal to the amount you would have received had

your employment not terminated, as determined by the Company, and payable in a lump sum within ten (10) days following the later of the

date that the Annual Bonus would otherwise have been paid, had employment not terminated, and the effectiveness of the Release, but in

no event later than the last day of the “short-term deferral period” for purposes of Section 409A of the Internal Revenue

Code of 1986, as amended (“Section 409A”); (iii) an amount equal to a pro-rata portion of your Annual Bonus for the

fiscal year in which your termination of employment occurs, based on your number of days worked in such fiscal year through the date

of termination, and based on the amount you would have received, had your employment not terminated, as determined by the Company, payable

in a lump sum within ten (10) days following the later of the date that the Annual Bonus would otherwise have been paid, had employment

not terminated, and the effectiveness of the Release, but in no event later than the last day of the “short-term deferral”

period for purposes of Section 409A; and (iv) in the event your employment is terminated by the Company without Cause prior to the two

(2)-year anniversary of the Effective Date, fifty percent (50%) of your then-unvested RSUs shall accelerate and vest upon such termination.

Notwithstanding the foregoing, to the extent necessary to avoid adverse tax consequences to you under Section 409A, in the event the

maximum sixty (60) day period plus the first regular payroll date thereafter spans two calendar years, the Installment Payments shall

commence on the later of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness

of the Release.

For

purposes of this Letter Agreement, “Cause” means your (i) indictment for or conviction of, or the entry of a plea of guilty

or no contest to, a felony or any other crime involving dishonesty or moral turpitude or that causes the Company or its affiliates disgrace

or disrepute, or adversely affects the Company’s or its affiliates’ operations or financial performance or the relationship

the Company or its affiliates have with their respective customers, (ii) gross negligence or willful misconduct with respect to the Company

or any of its affiliates, including, without limitation fraud, embezzlement, misappropriation, theft or dishonesty (A) in the course

of your employment or other service or (B) otherwise which is injurious to the Company or any of its affiliates; (iii) failure to perform

at a level of effort or results commensurate with your role or responsibilities; (iv) refusal to perform any obligation or fulfill any

duty (other than any duty or obligation of the type described in clause (vi) below) to the Company or its affiliates (other than due

to a disability); (v) breach of any agreement with or duty owed to the Company or any of its affiliates; (vi) any breach of any obligation

or duty to the Company or any of its affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition,

nonsolicitation or proprietary rights; (vii) any breach of any policy of the Company or its affiliates or any action that the Board determines

is reasonably likely to cause the Company or its affiliates disgrace or disrepute; (viii) repeatedly (i.e., on more than one occasion)

being under the influence of drugs or alcohol (other than over-the-counter or prescription medicine or other medically-related drugs

to the extent they are taken in accordance with their directions or under the supervision of a physician) which interferes with the performance

of your duties to the Company or any of its affiliates, or, while under the influence of such drugs or alcohol, engaging in inappropriate

conduct during the performance of your duties to the Company or any of its affiliates; or (ix) engaging in any act or discrimination

or harassment or any unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature.

-3-

Section

280G: If any payment, benefit or distribution of any type to you or for your benefit, whether paid or payable, provided or to be

provided, or distributed or distributable pursuant to the terms of this Letter Agreement or otherwise (collectively, the “Parachute

Payments”) could subject you to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”)

or may not be deductible as a result of Section 280G of the Code, then the Parachute Payments shall be reduced so that the maximum amount

of the Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments

to be subject to the Excise Tax or would cause the Parachute Payments to not be deductible.

Company

Policies: In accordance with the Nasdaq Stock Exchange listing standards and the requirements thereunder, the Company has adopted,

or may adopt from time to time, without limitation, (i) a clawback policy (the “Clawback Policy”), (ii) a Regulation

Full Disclosure policy (the “Reg FD Policy”), and (iii) an insider trading policy (collectively with the Clawback

Policy and Reg FD Policy, the “Policies”). You acknowledge and agree that: (i) you shall be bound by and abide by

the terms of the Policies as they currently exist or may be adopted from time to time; (ii) the Policies may be amended or restated from

time to time, and you shall be bound by and abide by the terms of the Policies as they may change over time; (iii) you shall cooperate

and shall promptly return any incentive-based compensation that the Company determines is subject to recoupment under the Clawback Policy;

and (iv) any incentive-based or other compensation paid to you under any agreement or arrangement with the Company which is subject to

recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as

may be required by such law, government regulation or stock exchange listing requirement.

Other

Contingencies: This offer is contingent upon (i) compliance with Federal I-9 requirements (including timely presenting suitable identification

to verify your identity and legal authorization to work in the United States); and (ii) successful completion of the Company’s

background/reference checks.

Section

409A: The intent of the parties is that the payments and benefits under this Letter Agreement comply with or be exempt from Section

409A and, accordingly, to the maximum extent permitted, this Letter Agreement shall be interpreted to be exempt from or in compliance

therewith. Notwithstanding anything in this Letter Agreement to the contrary, any compensation or benefits payable under this Letter

Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Letter Agreement as payable

upon your termination of employment shall be payable only upon your “separation from service” with the Company within the

meaning of Section 409A (a “Separation from Service”). Notwithstanding anything in this Letter Agreement to the contrary,

if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of

Section 409A, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Letter Agreement

is required in order to avoid a prohibited distribution under Section 409A, such portion of your benefits shall not be provided to you

prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of your Separation from Service with the

Company or (B) the date of your death. Upon the first business day following the expiration of the applicable Section 409A period, all

payments deferred pursuant to the preceding sentence shall be paid in a lump sum to you (or your estate or beneficiaries), and any remaining

payments due to you under this Letter Agreement shall be paid as otherwise provided herein. Your right to receive any installment payments

under this Letter Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates,

shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times

be considered a separate and distinct payment as permitted under Section 409A.

-4-

Miscellaneous:

signing this Letter Agreement below, you acknowledge and agree that no one at the Company has made any representation to you which differs

from the terms set forth in this Letter Agreement. The terms of this Letter Agreement, together with the Employee Covenants Agreement

attached as Exhibit A hereto, supersede any and all prior agreements, understandings and representations (whether written or oral)

relating to the terms of your employment. No modification, amendment, supplement or waiver of the terms set forth in this Letter Agreement

(or Exhibit A hereto) shall be binding unless made in writing and signed by you and the Company. For avoidance of doubt, this

Letter Agreement may not be amended by any verbal communication, e-mail, text, or similar means of communication.

Your

rights with respect to all amounts payable hereunder shall represent an unfunded, unsecured obligation of the Company. Any payments to

you shall be paid from the general assets of the Company, and you shall have the status of an unsecured general creditor of the Company

with respect to such amounts. Nothing in this Letter Agreement shall establish any trust or similar arrangement.

The

Company may, without your consent, assign this Letter Agreement to any of its affiliates, successors, and assigns, and you shall not

be entitled to any additional compensation. All determinations, interpretations, exercises of authority or other actions by the Company,

the Board, or the Committee hereunder shall be made or taken by the Company, the Board, or the Committee, as applicable, in their sole

and absolute discretion. This Letter Agreement may be executed in two or more counterparts, each of which will be an original and all

of which together will constitute one and the same instrument.

This

Letter Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas

without reference to the principles of conflicts of law of the State of Texas or any other jurisdiction that would result in application

of the laws of a jurisdiction other than the State of Texas, and where applicable, the laws of the United States. Any controversy, claim

or dispute arising out of or relating to this Letter Agreement or the Employee Covenants Agreement, shall be settled solely and exclusively

by a binding arbitration process administered by JAMS in Dallas County, Texas. Such arbitration shall be conducted in accordance with

the then-existing Employment Arbitration Rules before a sole arbitrator. The Company and you will each be responsible for their own attorneys’

fees and expenses incurred in connection with any such arbitration. The decision arrived at by the arbitrator shall be binding upon all

parties to the arbitration and no appeal shall lie therefrom, except as provided by the Federal Arbitration Act. These arbitration procedures

are intended to be the exclusive method of resolving any claim or dispute arising out of or related to this Letter Agreement, including

the applicability of this paragraph; provided, however, that any party seeking injunctive relief in connection with a breach or anticipated

breach of the Letter Agreement will do so in a state or federal court of competent jurisdiction within Dallas, Texas, to which courts

you hereby submit to jurisdiction and accept venue therein as convenient. Neither an application for temporary emergency relief, nor

a court’s consideration of granting such relief shall (i) constitute a waiver of the right to pursue arbitration under this provision

or (ii) delay the appointment of the arbitrator(s) or the progress of arbitration proceedings. You represent and warrant that you have

been represented by legal counsel of your own choosing in connection with the negotiation of the terms of this Letter Agreement. Therefore,

your willingness to waive your right to have California law and forum for disputes is a knowing and voluntary waiver of your rights under

California Labor Law Section 925(e) and you make the selection of Texas law and forum knowingly and voluntarily. You further knowingly,

voluntarily and expressly waive any and all rights to initiate, participate in, or receive money or any other form of relief from any

class, collective or representative proceeding and agree each arbitration proceeding shall proceed on an individualized basis. THE PARTIES

ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THIS LETTER

AGREEMENT OR RELATED TO YOUR EMPLOYMENT OR THE TERMINATION THEREOF.

Representations:

You

represent and warrant to the Company that neither your execution and delivery of this Letter Agreement nor the performance of your obligations

hereunder, shall constitute a default under or a breach of any other agreement or contract to which you are a party or by which you are

bound, nor shall your execution and delivery of this Letter Agreement nor the performance of your duties and obligations hereunder give

rise to any claim or charge against either you or the Company based upon any other contract, or agreement to which you are a party or

by which you are bound. You shall indemnify and hold harmless the Company against any and all claims that your execution and delivery

of this Letter Agreement or your performance of your obligations hereunder constitutes a default under or a breach of any other agreement

or contract to which you are a party or by which you are bound.

[Signature

Page Follows]

-5-

accept this offer, please countersign this Letter Agreement below and the Employee Covenants Agreement at your earliest convenience.

Sincerely,

ChronoScale

Corporation

Print Name:

Jerome

Wong

Signature:

/s/

Jerome Wong

Title:

Chief

Financial Officer

Dated:

5/5/2026

Accepted:

/s/ Ying Cenly Chen

Name:

Ying Cenly Chen

Dated:

4/24/2026

-6-

Exhibit

Employee

Covenants Agreement

-7-

EX-16.1

Filename: ex16-1.htm · Sequence: 6

Exhibit

16.1

May

5, 2026

Office

of the Chief Accountant

Securities

and Exchange Commission

100

F Street, NE

Washington,

D.C. 20549

Commissioners:

have read the statements made by ChronoScale Corporation (formerly known as Ekso Bionics Holdings, Inc.), which we understand

will be filed with The Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of ChronoScale

Corporation dated May 5, 2026. We agree with the statements concerning our Firm in such Form 8-K. We have no basis to agree or disagree

with other statements contained therein.

Respectfully,

/s/

WithumSmith+Brown, PC

East

Brunswick, New Jersey

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 23

v3.26.1

Cover

May 01, 2026

Entity Addresses [Line Items]

Document Type

8-K/A

Amendment Flag

true

Amendment Description