Form 8-K12B
8-K12B — ChronoScale Corp
Accession: 0001493152-26-031564
Filed: 2026-07-01
Period: 2026-07-01
CIK: 0001549084
SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)
Item: Entry into a Material Definitive Agreement
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
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: Other Events
Item: Financial Statements and Exhibits
Documents
8-K12B — form8-k12b.htm (Primary)
EX-2.1 (ex2-1.htm)
EX-3.1 (ex3-1.htm)
EX-3.2 (ex3-2.htm)
EX-3.3 (ex3-3.htm)
EX-3.4 (ex3-4.htm)
EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
GRAPHIC (ex3-4_001.jpg)
GRAPHIC (ex3-4_002.jpg)
GRAPHIC (ex3-4_003.jpg)
GRAPHIC (ex3-4_004.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K12B
8-K12B (Primary)
Filename: form8-k12b.htm · Sequence: 1
false
--12-31
0001549084
0001549084
2026-07-01
2026-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
8-K12B
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 1, 2026
ChronoScale Corp
CHRONOSCALE
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
001-37854
99-0367049
(State
or other jurisdiction
(Commission
(IRS
Employer
of
Incorporation)
File
Number)
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)
ChronoScale
Corporation
(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 ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
ChronoScale
Corporation, a Nevada corporation (f/k/a Ekso Bionics Holdings, Inc., “ChronoScale”) is undertaking a holding company
formation transaction (the “Holding Company Transaction”) that will create a new parent
holding company as the public company, called ChronoScale Holdings Corporation, a Nevada corporation (“ChronoScale
Holdings”), with its operating companies as wholly-owned subsidiaries. The holding company
structure better reflects ChronoScale’s individual operating businesses, allows for and can accommodate future growth from
internal operations and generally provides for greater administrative and operational flexibility. ChronoScale Holdings will
have the exact same classes and number of shares outstanding after the Holding Company Transaction as ChronoScale had outstanding
immediately before the Holding Company Transaction, and as such, the shareholders will not be diluted as a result of the Holding
Company Transaction.
To
implement the Holding Company Transaction, on July 1, 2026, the parties entered into
an Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 1, 2026, by and among ChronoScale, ChronoScale
Holdings, and CHRN Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of ChronoScale Holdings (“Merger
Sub”).
As
part of the Holding Company Transaction and immediately prior to the Merger, ChronoScale contributed all of the outstanding equity interests
of its wholly-owned subsidiary, Applied Digital Cloud Corporation, a Nevada corporation (“Cloud”), to ChronoScale Holdings
pursuant to a Contribution Agreement, resulting in Cloud becoming a direct, wholly-owned subsidiary of ChronoScale Holdings. Pursuant
to the terms of the Merger Agreement, Merger Sub merged with and into ChronoScale, with ChronoScale continuing as the surviving corporation
and a wholly-owned direct subsidiary of ChronoScale Holdings (the “Merger”). Immediately after the effective time of the
Merger, (i) ChronoScale converted from a Nevada corporation to a Nevada limited liability company and changed its name to “ChronoScale
Intermediate LLC” and (ii) Cloud changed its name to “ChronoScale Corporation.” Following the Holding Company Transaction,
ChronoScale Holdings became the successor issuer to ChronoScale.
This
Current Report on Form 8-K is being filed for the purpose of establishing ChronoScale Holdings as the successor issuer pursuant to Rule
12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain
related matters. Following consummation of the Merger, pursuant to Rule 12g-3(a) promulgated under the Exchange Act, shares of ChronoScale
Holdings common stock, par value $0.001 per share (“ChronoScale Holdings Common Stock”) are deemed registered under Section
12(b) of the Exchange Act as the common stock of the successor issuer and will continue trading on the Nasdaq Capital Market (“Nasdaq”)
on an uninterrupted basis under the ticker symbol “CHRN” with the same CUSIP.
Item
1.01 Entry into a Material Definitive Agreement.
The
information set forth above under Explanatory Note is incorporated by reference herein.
The
Contribution Agreement
On
June 18, 2026, ChronoScale Holdings was formed as a direct wholly-owned subsidiary of ChronoScale and Merger Sub was formed as a direct
wholly-owned subsidiary of ChronoScale Holdings, solely for the purpose of consummating the Holding Company Transaction. On July 1, 2026,
ChronoScale entered into a Contribution Agreement (the “Contribution Agreement”) with ChronoScale Holdings, pursuant to which
ChronoScale contributed, assigned, and transferred to ChronoScale Holdings all of its right, title, and interest in 1,200 shares of common
stock of Cloud, constituting all of the issued and outstanding equity interests of Cloud (the “Equity Contribution”). As
a result of the Equity Contribution, Cloud became a direct, wholly-owned subsidiary of ChronoScale Holdings. The Contribution Agreement
is governed by Nevada law and contains customary provisions.
Adoption
of Agreement and Plan of Merger and Consummation of Holding Company Transaction
On
July 1, 2026, ChronoScale completed the Holding Company Transaction by implementing the
Merger pursuant to the terms of the Merger Agreement. The Merger was completed pursuant to Section 92A.134 of the Nevada Revised Statutes
(as amended, the “NRS”), which provides for the formation of a holding company (i.e., ChronoScale Holdings) above the constituent
corporation (i.e., ChronoScale) without a vote of the stockholders of ChronoScale. At the Effective Time (as defined in the Merger Agreement),
(i) the separate existence of Merger Sub ceased and (ii) each share of ChronoScale common stock, par value $0.001 per share (“ChronoScale
Common Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into one share of ChronoScale
Holdings Common Stock having the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions
as a share of ChronoScale Common Stock immediately prior to consummation of the Holding Company
Transaction. In addition, each share of ChronoScale Series B Preferred Stock, par value $0.001 per share (the “ChronoScale
Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into one
share of ChronoScale Holdings Series B Preferred Stock having the same designations, rights, powers and preferences, and the same qualifications,
limitations and restrictions as a share of ChronoScale Series B Preferred Stock immediately prior to the Holding Company Transaction.
The conversion of stock occurred automatically without an exchange of stock certificates.
Further,
at the Effective Time, each outstanding restricted stock unit, performance restricted stock unit, restricted stock, or other equity or
equity-based award for ChronoScale Common Stock became a restricted stock unit, performance restricted stock unit, restricted stock,
or other equity or equity-based award for the same number of shares of ChronoScale Holdings Common Stock or other equity securities of
ChronoScale Holdings, respectively, under the same terms and conditions.
Accordingly,
each stockholder of ChronoScale immediately prior to the Effective Time owned, immediately after the Effective Time, shares of ChronoScale
Holdings Common Stock and/or shares of ChronoScale Holdings Preferred Stock, as applicable, in the same amounts and percentages as such
stockholder owned in ChronoScale immediately prior to the Effective Time and each such share of ChronoScale Holdings Common Stock and/or
shares of ChronoScale Holdings Preferred Stock, as applicable, has the exact same designations, rights, powers and preferences, and the
same qualifications, limitations and restrictions as such stockholder owned in ChronoScale immediately prior to the Effective Time. The
Holding Company Transaction is intended to be a tax-free transaction, such that ChronoScale
stockholders should not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares of ChronoScale
Common Stock pursuant to the Holding Company Transaction.
Following
the consummation of the Holding Company Transaction, ChronoScale Holdings Common Stock will
continue to trade on Nasdaq on an uninterrupted basis under the ticker symbol “CHRN”
with the same CUSIP number. The Nasdaq marketplace effective date of the Holding Company Transaction is July 1, 2026, and on that date,
stockholders will see the name change from ChronoScale Corporation to ChronoScale Holdings Corporation reflected in the Nasdaq marketplace.
In addition, ChronoScale Holdings expects the Holding Company Transaction to be reflected in the facilities of The Depository Trust Company
on July 1, 2026. As a result of the Holding Company Transaction, ChronoScale Holdings became
the successor issuer to ChronoScale pursuant to Rule 12g-3(a) promulgated under the Exchange Act, and as a result, shares of ChronoScale
Holdings Common Stock are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer.
Immediately
following the consummation of the Holding Company Transaction, on a consolidated basis,
the assets, businesses, and operations of ChronoScale Holdings are not materially different than the corresponding assets, business,
and operations of ChronoScale immediately prior to the consummation of the Holding Company Transaction.
The
Conversion of ChronoScale and Name Change of Cloud
In
connection with the Holding Company Transaction, on July 1, 2026, immediately after the Effective Time of the Merger, (i) in accordance
with NRS 92A.105, ChronoScale entered into a Plan of Conversion and filed articles of conversion with the Secretary of State of Nevada,
pursuant to which ChronoScale converted from a Nevada corporation into a Nevada limited liability company thereby changing its name to
“ChronoScale Intermediate LLC,” (“ChronoScale Intermediate”) and (ii) Cloud filed a Certificate of Amendment
to its Articles of Incorporation in order to be renamed “ChronoScale Corporation.”
The
foregoing descriptions of the Merger Agreement, the Contribution Agreement, and the Holding Company
Transaction do not constitute complete descriptions of, and are qualified in their entirety by reference to, the full text of
the Merger Agreement and the Contribution Agreement, which are attached hereto as Exhibits 2.1and 10.1, respectively, and incorporated
by reference herein.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The
information set forth above under Explanatory Note is incorporated by reference herein.
In
connection with consummation of the Holding Company Transaction, ChronoScale Corporation
notified Nasdaq that the Merger had been completed. As noted above, ChronoScale Holdings Common Stock will continue to trade on Nasdaq
on an uninterrupted basis under the ticker symbol “CHRN,” which was the same symbol formerly used for ChronoScale Common
Stock, with the same CUSIP number. ChronoScale Holdings will be the successor issuer, and intends to file with the Securities
and Exchange Commission (the “SEC”) a certification on Form 15 requesting that ChronoScale Common Stock be deregistered under
the Exchange Act, and that ChronoScale’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to
ChronoScale Common Stock be suspended (except to the extent of the succession of ChronoScale Holdings to the Exchange Act Section 12(b)
registration and reporting obligations of ChronoScale as described under Item 8.01 of this Current Report below). Following the Holding
Company Transaction, ChronoScale Holdings will make filings with the SEC under ChronoScale’s prior CIK (0001144879), and
ChronoScale will no longer make filings with the SEC.
The
information set forth under and/or incorporated by reference into Items 1.01 and 5.03 is incorporated by reference herein.
Item
3.03 Material Modification of Rights of Securityholders.
The
information set forth under and/or incorporated by reference into Items 1.01, 3.01 and 5.03 is incorporated by reference herein.
Item
5.01 Changes in Control of the Registrant.
The
information set forth under and/or incorporated by reference into Items 1.01, 3.01 and 8.01 is incorporated by reference herein.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Certain Officers of ChronoScale Holdings; Election of New Directors of ChronoScale Holdings
The
directors of ChronoScale Holdings, listed below, and their committee memberships and titles, are the same as the directors of ChronoScale
immediately prior to the consummation of the Holding Company Transaction. Mr. Wes Cummins
will continue to serve as Chairman of the Board of Directors of ChronoScale Holdings (the “Board”).
Directors
Name
Audit Committee
Compensation
Committee
Nominating and
Governance
Committee
Related Party
Transaction
Committee
Wes Cummins
Douglas Miller
Member
Member
Richard Nottenburg
Chair
Ella Benson
Member
Chair
William M. Clancy
Chair
Chair
Ying Cenly Chen
Scott G. Davis
Andrew Schaap
Member
Member
From
and after the Effective Time, the executive officers listed below are the executive officers of ChronoScale Holdings, both of whom were
executive officers of ChronoScale immediately prior to the consummation of the Holding Company
Transaction.
Officers
Name
Position
Ying
Cenly Chen
Chief
Executive Officer
Jerome
Wong
Chief
Financial Officer
Biographical
information about ChronoScale Holdings’ directors and executive officers, other than as noted below, is included in the Current
Report on Form 8-K/A filed with the SEC on May 5, 2026, and incorporated by reference herein.
Biographical
information
Andrew
Schaap
On
June 29, 2026, Mr. Schaap was appointed to serve on the Board. He has served as the Chief Executive Officer of Aligned Data Centers,
LLC (“Aligned”) since 2017. Prior to joining Aligned, he spent over a decade at Digital Realty Trust, Inc. (NYSE: DLR), where
he served as Senior Vice President and led global client-driven builds and major international transactions across the Asia-Pacific.
His earlier roles include executive positions at Sterling Network Services and Sysix Technologies, LLC. Mr. Schaap currently serves on
the board of directors of DC Delta Aligned, as well as on the board of the Infrastructure Masons Advisory Council and is a mentor with
Great Minds. Mr. Schaap is also a director of AIAI Holdings Corporation (Nasdaq: AIAI), where he serves as Chair of their compensation
committee and as a member of their nominating & corporate governance committee and their finance, investment & technology committee.
Mr. Schaap holds a B.A. in Business Administration and Marketing from Cornerstone University. The Board believes that Mr. Schaap’s
extensive corporate and leadership experience, including executive positions at numerous entities, coupled with his private equity experience,
qualifies him to serve on the Board.
Outstanding
Equity Plans and Awards
The
information set forth above under Item 1.01 is incorporated by reference herein.
In
connection with the consummation of the Holding Company Transaction, on June 30, 2026, the
Board approved the assumption of ChronoScale’s equity incentive plans and all outstanding equity awards granted thereunder. The
assumption is intended to preserve the rights of participants under such plans and awards following the Holding Company Transaction.
In
connection with the foregoing, ChronoScale Holdings approved its 2026 Omnibus Equity Incentive Plan (the “2026 Holdings Plan”),
along with the related forms of award agreements, and an amendment to ChronoScale’s Amended and Restated 2014 Equity Incentive
Plan (the “2014 Plan”) to reflect ChronoScale Holdings as the issuer of future equity awards under the 2026 Holdings Plan
and the issuer with respect to the assumed outstanding awards following the Holding Company Transaction. The 2026 Holdings Plan and amendment
to the 2014 Plan generally update references to ChronoScale to refer to ChronoScale Holdings and make such other conforming changes as
necessary to reflect the new holding company structure.
The
foregoing descriptions of the 2026 Holdings Plan and the amendment to the 2014 Plan do not constitute complete descriptions of, and are
qualified in their entirety by reference to, the full text of the 2026 Holdings Plan and the amendment to the 2014 Plan, which are attached
hereto as Exhibits 10.2 and 10.3, respectively, and incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended
and Restated Articles of Incorporation and Bylaws of ChronoScale Holdings
Upon
consummation of the Holding Company Transaction, the Amended and Restated Articles of Incorporation
of ChronoScale Holdings (the “Amended and Restated Articles of Incorporation”) and the Amended and Restated Bylaws of ChronoScale
Holdings (the “Amended and Restated Bylaws”) are the same as the articles of incorporation and bylaws of ChronoScale in effect
immediately prior to the consummation of the Holding Company Transaction, respectively,
other than changes permitted by Chapter 92A.134 of the NRS.
In
addition, the Amended and Restated Articles of Incorporation include certain provisions designed to preserve the relative voting and
governance rights of the stockholders of ChronoScale Holdings following the Holding Company Transaction. Among other things, the Amended
and Restated Articles of Incorporation provides that, for a period of not less than two (2) years after the Holding Company Transaction,
(i) ChronoScale Intermediate will be managed by its members, and (ii) the approval of at least a majority of the voting power of the
stockholders of ChronoScale Holdings shall be required, in addition to any vote or other approval required by Chapter 92A of the NRS
or the organizational documents of ChronoScale Holdings or ChronoScale Intermediate, for: (a) any merger in which ChronoScale Intermediate
is a constituent entity, other than a merger of ChronoScale Intermediate with another entity that is wholly-owned by ChronoScale Holdings
immediately before the effective time of such merger, that requires the approval of the owners of ChronoScale Intermediate; (b) any sale
of the assets of ChronoScale Intermediate that would require the approval of the stockholders pursuant to NRS 78.565 if ChronoScale Intermediate
were a domestic corporation, regardless of whether ChronoScale Intermediate is then a domestic corporation, provided that no approval
shall be required in connection with the mortgage or pledge of such assets made in good faith and not in circumvention of any other approval
required pursuant to NRS 78.565; (c) any sale, exchange, transfer or other disposition of the owner’s interests of ChronoScale
Intermediate holding greater than a majority of the voting power of such owner’s interests, provided that no approval shall be
required in connection with the mortgage or pledge of such owner’s interests made in good faith and not in circumvention of any
other approval required; or (d) dissolution or other termination of the existence of ChronoScale Intermediate.
The
foregoing descriptions of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws do not constitute complete
descriptions of, and are qualified in their entirety by reference to, the full text of each of the Amended and Restated Articles of Incorporation
and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.
Series
B Certificate of Designation
On
June 30, 2026, in connection with the transactions described under Item 1.01 above, ChronoScale Holdings filed a Certificate of Designation
of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions for its Series B Convertible Preferred Stock
(the “Certificate of Designation”) with the Secretary of State of the State of Nevada. The Certificate of Designation designates
5,852 shares of Series B Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series
B Preferred Stock”). The Certificate of Designation is substantially identical to the certificate of designation of Series B Convertible
Preferred Stock of ChronoScale on file with the Secretary of State of the State of Nevada, except for changes reflecting ChronoScale
Holdings as the issuer following the Holding Company Transaction and other changes permitted by Chapter 92A.134 of the NRS.
With
respect to dividends and distributions upon a liquidation, dissolution or winding up of ChronoScale Holdings, the Series B Preferred
Stock ranks senior to ChronoScale Holdings Common Stock and junior to all of ChronoScale Holdings’ existing and future indebtedness.
Each share of Series B Preferred Stock is entitled to vote on an as-converted basis together with the ChronoScale Holdings Common Stock,
and holders of Series B Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared
with respect to the ChronoScale Holdings Common Stock.
For
so long as any shares of Series B Preferred Stock are outstanding, ChronoScale Holdings may not take certain actions without the affirmative
vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, including adversely amending the rights of the
Series B Preferred Stock, amending the Certificate of Designation, authorizing or issuing senior or parity equity securities, changing
the authorized number of shares of Series B Preferred Stock or otherwise amending its organizational documents in a manner that adversely
affects the rights of the Series B Preferred Stock. The Series B Preferred Stock is redeemable at the stated value at the option of either
ChronoScale Holdings or the holder beginning on January 22, 2027, and at the option of the holder upon a Trading Failure, subject to
the terms and conditions set forth in the Certificate of Designation.
The
foregoing description of the Certificate of Designation is qualified in its entirety by reference to the full text thereof, a copy of
which is filed as Exhibit 3.3 hereto and incorporated herein by reference.
Item
8.01 Other Events.
The
information set forth above under the Explanatory Note and Item 1.01 is incorporated by reference herein.
Successor
Issuer
As
a result of the Holding Company Transaction, ChronoScale Holdings became the successor issuer to ChronoScale pursuant to Rule 12g-3(a)
promulgated under the Exchange Act, and shares of ChronoScale Holdings Common Stock are deemed registered under Section 12(b) of the
Exchange Act as the common stock of the successor issuer. As such, ChronoScale intends to file with the SEC a certification on Form 15
to deregister ChronoScale Common Stock under the Exchange Act and to suspend ChronoScale’s reporting obligations under Sections
13 and 15(d) of the Exchange Act with respect to ChronoScale Common Stock (except to the extent of the succession of ChronoScale Holdings
to the Exchange Act Section 12(b) registration and reporting obligations of ChronoScale described above). Following the Holding Company
Transaction, ChronoScale Holdings will make filings with the SEC under ChronoScale’s prior CIK (0001144879), and ChronoScale will
no longer make filings with the SEC. ChronoScale Holdings hereby reports this succession in accordance with Rule 12g-3(f) promulgated
under the Exchange Act.
Description
of Securities Registered Pursuant to Section 12 of the Exchange Act
The
description of ChronoScale Holdings’ securities registered pursuant to Section 12 of the Exchange Act provided in Exhibit 4.1,
which is incorporated by reference herein, modifies and supersedes any prior description of ChronoScale’s capital stock in any
registration statement or report filed with the SEC and will be available for incorporation by reference into certain of ChronoScale
Holdings’ filings with the SEC pursuant to the Securities Act or the Exchange Act, and the rules and forms promulgated thereunder.
Post-Effective
Amendments to ChronoScale Registration Statements
ChronoScale
Holdings intends to file post-effective amendments to ChronoScale Intermediate’s existing registration statements on Form S-3 and
Form S-8 with the SEC with respect to offerings from time to time of ChronoScale Holdings securities.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements. Some of these forward-looking statements relate to future events and
expectations and can be identified by the use of forward-looking words such as “believes,” “expects,” “may,”
“will,” “should,” “seeks,” “approximately,” “intends,” “plans,”
“estimates,” or “anticipates” or the negative of those words or other comparable terminology. Such forward-looking
statements speak only as of the time they are made and are subject to various risks and uncertainties and ChronoScale Holdings claims
the protection afforded by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995. Forward-looking statements, including, but not limited to, statements regarding ChronoScale Holdings’ ability to complete
the Holding Company Transaction, the impacts of the Holding
Company Transaction, ChronoScale Holdings’ ability to realize the expected benefits of Holding
Company Transaction, and ChronoScale’s obligations pursuant to agreements related to the consummation of the Holding
Company Transaction, as well as statements regarding financial guidance, market opportunity, ability to penetrate the market,
anticipated productivity and quality improvements and expectations for growth, are not guarantees of future performance and involve risks
and uncertainties that may cause ChronoScale Holdings’ actual results to differ materially from ChronoScale Holdings’ expectations
discussed in the forward-looking statements. Each of the forward-looking statements is subject to change based on various important factors,
many of which are beyond ChronoScale Holdings’ control, including without limitation: the effect of the announcement of the Holding
Company Transaction on ChronoScale Holdings’ business generally, unexpected issues that arise following completion of the
Holding Company Transaction, market reaction to the announcement, updates on and completion
of the Holding Company Transaction, and those risks described in the section entitled “Risk
Factors” and elsewhere in ChronoScale Holdings’ reports filed from time to time with the SEC, including those in ChronoScale
Holdings’ most recent filings on Form 10-K, Form 10-Q and other SEC filings. Except as may be required by applicable law, ChronoScale
Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Given these uncertainties, one should not put undue reliance on any forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Description
2.1*
Agreement
and Plan of Merger and Reorganization, dated as of July 1, 2026 among
ChronoScale Corporation, ChronoScale Holdings Corporation, and CHRN Merger Sub Inc.
3.1*
Amended
and Restated Articles of Incorporation of ChronoScale Holdings Corporation.
3.2
Amended
and Restated Bylaws of ChronoScale Holdings Corporation.
3.3*
Certificate
of Designation of the Powers, Preferences and Relative, Participating, Option and Other Restrictions of the Series B Preferred Stock.
3.4
Articles
of Merger.
4.1
Description
of Securities.
10.1
Contribution
Agreement, dated as of July 1, 2026, by and between ChronoScale Corporation and ChronoScale Holdings Corporation.
10.2
ChronoScale
Holdings Corporation 2026 Omnibus
Equity Incentive Plan.
10.3
Amendment
to ChronoScale Corporation (f/k/a Ekso Bionics Holdings, Inc.) Amended and Restated 2014 Equity Incentive Plan.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
*
Annexes, schedules and exhibits to this agreement have been 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHRONOSCALE
CORPORATION
Date:
July 1, 2026
By:
/s/
Jerome Wong
Jerome
Wong
Chief Financial Officer
EX-2.1
EX-2.1
Filename: ex2-1.htm · Sequence: 2
Exhibit
2.1
AGREEMENT
AND PLAN OF MERGER AND REORGANIZATION
This
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”), entered into as of July 1, 2026, by and
among ChronoScale Corporation, a Nevada corporation (the “Company”), ChronoScale Holdings Corporation, a Nevada corporation
(“Holdings”) and a direct, wholly-owned subsidiary of the Company, and CHRN Merger Sub Inc., a Nevada corporation
(“Merger Sub”) and a direct, wholly-owned subsidiary of Holdings. The parties to this Agreement are collectively referred
to as “Parties” and individually as a “Party.”
W
I T N E S S E T H T H A T:
WHEREAS,
immediately prior to the Effective Time (as defined herein), the Company contributed, assigned and transferred to Holdings all of its
right, title and interest in all of the issued and outstanding equity (the “Contributed Shares”) of Applied Digital
Cloud Corporation, a Nevada corporation (“Cloud”) and Holdings accepted such contribution, assignment and transfer
of the Contributed Shares, such that Cloud became a direct wholly-owned subsidiary of Holdings (the “Equity Contribution”);
WHEREAS,
on the date hereof, the Company has the authority to issue 300,000,000 shares, consisting of: (i) 290,000,000 shares of common stock,
par value $0.001 per share (the “Company Common Stock”), of which 145,214,825 common shares are issued and
outstanding as of the date hereof; (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred
Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of which 2,926
preferred shares are issued and outstanding as of the date hereof;
WHEREAS,
on the date hereof, Holdings has the authority to issue 300,000,000 shares, consisting of: (i) 290,000,000 shares of common stock, par
value $0.001 per share (the “Holdings Common Stock”), of which 1,000 common shares are issued and outstanding
on the date hereof and held by the Company; (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Holdings
Preferred Stock” and, together with the Holdings Common Stock, the “Holdings Capital Stock”) of which no
preferred shares are issued and outstanding;
WHEREAS,
on the date hereof, Merger Sub has the authority to issue 1,000 shares, consisting of: 1,000 shares of common stock, par value $0.001
per share (the “Merger Sub Common Stock”), of which 1,000 common shares are issued and outstanding on the date hereof
and held by Holdings;
WHEREAS,
Holdings and Merger Sub are newly formed corporations and organized for the purpose of participating in the transactions herein contemplated
and actions related thereto, own no assets and have taken no actions other than those necessary or advisable to organize the corporations
and to effect the transactions herein contemplated and actions related thereto;
WHEREAS,
the respective Board of Directors of each of the Parties has deemed it advisable and in the best interests of such Party that the Merger
Sub merge with and into the Company upon the terms and subject to the conditions set forth in this Agreement, for the purpose of effecting
a restructuring merger which may be effected without stockholder approval, in accordance with Section 92A.134 of the Nevada Revised Statutes
(the “NRS”), pursuant to which Holdings will become the direct holding company of the Company;
WHEREAS,
as of the Effective Time, each share of the Company Capital Stock being converted in the Merger (as defined below) into a share of Holdings
Capital Stock with each share or fraction of a share of Company Capital Stock outstanding immediately prior to the Effective Time of
the merger converted in the merger into a share or equal fraction of share of Holdings Capital Stock;
WHEREAS,
immediately following the Effective Time, the voting powers, designations, preferences, limitations, restrictions and relative rights,
of the Holdings Capital Stock will be the same as those of the Company Capital Stock;
WHEREAS,
the organizational documents of Holdings immediately following the effective time of the Merger contain only provisions identical to
the organizational documents of the Company immediately before the Effective Time of the Merger other than as set forth in NRS 92A.134;
WHEREAS,
the Parties hereto intend that the reorganization contemplated by this Agreement shall constitute a tax-free reorganization pursuant
to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”);
WHEREAS,
the Board of Directors of the Company has determined in good faith that the stockholders of the Company would not reasonably be expected
to recognize gain or loss for United States federal income tax purposes by reason of giving effect to the Merger; and
WHEREAS,
immediately after the Effective Time of the Merger, the Company will convert from a Nevada corporation to a Nevada limited liability
company pursuant to the NRS (the “Restructuring Conversion”).
NOW,
THEREFORE, in consideration of the mutual agreements and covenants herein contained, the Company, Holdings, and Merger Sub hereby
agree as follows:
1.
Merger.
(a)
At the Effective Time and in accordance with this Agreement and permitted by NRS 92A.134, Merger Sub shall be merged with and into the
Company (the “Merger”), and the Company shall be the surviving corporation (hereinafter sometimes referred to as the
(“Surviving Corporation”)). At the Effective Time, the separate corporate existence of Merger Sub shall cease, and
the Company shall become a wholly-owned subsidiary of Holdings, and Holdings shall become the publicly traded company and the successor
issuer to the Company.
(b)
The Parties intend that the Merger, together with the Equity Contribution and Restructuring Conversion, qualify as a “reorganization”
within the meaning of Section 368(a)(1)(F) of the Code, and hereby adopt this Agreement as a “plan of reorganization” within
the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 and Section 354(a)(1) of the Code. The Parties hereto agree to report
such transactions in a manner consistent with such treatment on all relevant tax returns
2.
Closing; Effective Time. As soon as practicable on or after the date hereof, the Surviving Corporation shall file this Agreement
with the Articles of Merger in accordance with the relevant provisions of the NRS, and with the Secretary of State of the State of Nevada
(the “Secretary of State”), and shall make all other filings or recordings required under the NRS, if any to effectuate
the Merger. The Merger shall become effective at such time as the Articles of Merger is duly filed with the Secretary of State, (the
date and time the Merger becomes effective being referred to herein as the “Effective Time”).
2
3.
Effects of Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions set forth in
NRS 92A.134. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) right and title to all
assets (including real estate and other property) owned by, and every contract right possessed by, the Company and Merger Sub shall vest
in the Surviving Corporation, and (ii) all liabilities and obligations of the Company and Merger Sub shall become the liabilities and
obligations of the Surviving Corporation. The vesting of such rights, title, liabilities, and obligations in the Surviving Corporation
shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations.
The conversion of securities of the Company into the identical and equivalent securities of Holdings will not constitute a sale, resale
or different security. Securities of Holdings will be of the same class evidencing the same proportional interest of the stockholders
in the holding company as they held in the Company, and the rights and interests of the stockholders of such securities are identical
to those they possessed as stockholders of the Company’s securities. Immediately following the merger, Holdings has no significant
assets other than equity interests of the Company and its existing subsidiary(s) and has the same assets and liabilities on a consolidated
basis as the Company had before the merger. Stockholders of the Company shall be the stockholders of Holdings. Holdings Common Stock
will likewise (i) be registered under applicable securities laws if the class or series of such converted share or fraction of a share
was so registered immediately before the effective time of the Merger, and (ii) be eligible or approved for trading on each exchange
and in each market, if any, as the class or series of the converted share or fraction of a share was so eligible or approved immediately
before the Effective Time. Such Holdings Common Stock will trade on The Nasdaq Capital Market under the Company ticker symbol “CHRN”
under which the Company Common Stock was previously listed and traded.
4.
Organizational Documents.
(a)
Articles of Incorporation. In accordance with NRS 92A.134, Holdings agrees to file (and the Company as the initial sole stockholder
of Holdings agrees to approve the filing of) an amended and restated articles of incorporation of Holdings with the Secretary of State
prior to the Effective Time to be effective prior to and as of the Effective Time containing provisions identical to those in the Second
Amended and Restated Articles of Incorporation of the Company immediately prior to the Effective Time, except as otherwise permitted
by NRS 92A.134.
(b)
Bylaws. Holdings acknowledges that it has adopted bylaws to be effective prior to and as of the Effective Time containing provisions
identical to those in the Second Amended and Restated Bylaws of the Company in effect immediately prior to the Effective Time.
(c)
Surviving Corporation Articles. At the Effective Time, the Second Amended and Restated Articles of Incorporation of the Company
in effect immediately prior to the Effective Time shall be amended and restated, and as so amended and restated, shall be the articles
of incorporation of the Surviving Corporation until thereafter amended or restated as provided therein or by the NRS.
(d)
Surviving Corporation Bylaws. From and after the Effective Time, the Amended and Restated Bylaws of the Company in effect immediately
prior to the Effective Time shall be amended and restated in the Merger, attached as Exhibit A hereto, and as so amended and restated,
shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein and in accordance with the applicable provisions
of the NRS.
5.
Directors and Officers.
(a)
Surviving Corporation. The members of the board of directors of the Surviving Corporation shall be the members of the board of
directors of Merger Sub immediately prior to the Effective Time and will continue to hold office from the Effective Time until such director’s
successor is duly elected and qualified, or until the earlier of such director’s death, resignation or removal. Each officer of
Merger Sub in office immediately prior to the Effective Time shall be an officer of the Surviving Corporation immediately following the
Effective Time and will continue to hold office from the Effective Time until such officer’s successor is duly appointed and qualified,
or until the earlier of such officer’s death, resignation or removal.
3
(b)
Holdings. The members of the board of directors of Holdings shall be the members of the board of directors of the Company immediately
prior to the Effective Time and will continue to hold office from the Effective Time until such director’s successor is duly elected
and qualified, or until the earlier of such director’s death, resignation or removal. Each officer of the Company in office immediately
prior to the Effective Time shall be an officer of Holdings immediately following the Effective Time and will continue to hold office
from the Effective Time until such officer’s successor is duly appointed and qualified, or until the earlier of such officer’s
death, resignation or removal.
6.
Effect on Capital Stock.
(a)
Conversion of Company Common Stock into Holdings Common Stock. At the Effective Time, by virtue of the Merger and without any
further action on the part of the Parties or any holder of securities thereof, each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be automatically converted into one (1) fully paid and nonassessable, issued and outstanding
share of Holdings Common Stock having the same voting powers, designations, preferences, limitations, restrictions and relative rights,
as the share of Company Common Stock from which it was converted.
(b)
Conversion of Company Preferred Stock for Holdings Preferred Stock. At the Effective Time, by virtue of the Merger and without
any further action on the part of the Parties or any holder of securities thereof, each share of Company Preferred Stock issued and outstanding
immediately prior to the Effective Time shall be automatically converted into one (1) fully paid and nonassessable, issued and outstanding
share of Holdings Preferred Stock having the same voting powers, designations, preferences, limitations, restrictions and relative rights,
as the share of Company Preferred Stock from which it was converted.
(c)
Conversion of Merger Sub Common Stock for Surviving Corporation Common Stock. At the Effective Time, by virtue of the Merger and
without any further action on the part of the Parties or any holders of securities thereof, each share of Common Stock, par value $0.001
per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1)
fully paid and nonassessable, issued and outstanding share of Common Stock, par value $0.001 per share, of the Surviving Corporation.
(d)
Conversion of Company Common Stock Held in Treasury. At the Effective Time, by virtue of the Merger and without any further action
on the part of the Parties or any holders of securities thereof, each share of Company Common Stock that is issued but not outstanding
and held in the Company’s treasury immediately prior to the Effective Time shall be converted into one validly issued, fully paid,
and nonassessable share of Holdings Common Stock, to be held in Holdings’ treasury immediately after the Effective Time.
(e)
Cancellation of Holdings Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part
of the Parties or any holders of securities thereof, all of the shares of Holdings Common Stock that were issued and outstanding immediately
prior to the Effective Time and held by the Company shall be automatically canceled without consideration and returned to the status
of authorized but unissued shares.
4
(f)
Stock Certificates. From and after the Effective Time, all of the outstanding certificates and book-entries which immediately
prior to the Effective Time represented shares of Company Common Stock shall be deemed for all purposes to evidence ownership of, and
to represent, shares of Holdings Common Stock into which the shares of Company Common Stock formerly represented by such certificates
and book-entries have been converted as provided in this Agreement with same voting powers, designations, preferences, limitations, restrictions
and relative rights. The registered owner on the books and records of Holdings or its transfer agent of any outstanding stock certificate
shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Holdings or its transfer agent,
be entitled to exercise any voting and other rights with respect to the applicable shares of Holdings Common Stock into which the shares
of Company Common Stock have been converted as provided in this Agreement.
7.
Assumption of Equity Plans. At the Effective Time, pursuant to this Agreement, the Company will transfer to Holdings, and Holdings
will assume sponsorship of the Company’s Equity Plans (as defined below), along with all of the Company’s rights and obligations
under the Equity Plans, including, without limitation, all equity awards outstanding thereunder (each, a “Company Award”).
By virtue of the Merger and without any further action on the part of the Parties or any holders of securities, each such Company Award,
whether vested or unvested, that is unexpired and outstanding immediately prior to the Effective Time shall, in accordance with the terms
of the applicable Equity Plan, be adjusted to be settled in shares of Holdings Common Stock and shall otherwise remain subject to the
same terms and conditions (including number of shares) as applied immediately prior to the Effective Time, except that (i) any reference
to the Company shall refer to Holdings, and (ii) any reference to Common Stock shall instead refer to Holdings Common Stock. “Equity
Plans” means each of (i) the Ekso Bionics Holdings, Inc. Amended and Restated 2014 Equity Incentive Plan, and (ii) the ChronoScale
Corporation 2026 Omnibus Equity Incentive Plan, in each case, as amended, restated, or otherwise modified from time to time.
8.
Reservation of Shares. On or prior to the Effective Time, Holdings shall reserve for issuance a sufficient number of shares of
Holdings Common Stock to provide for the issuance of Holdings Common Stock necessary to satisfy Holdings’ obligations under this
Agreement, including with respect to the Equity Plans assumed pursuant to Section 6(g).
9.
No Dissenters’ Rights. In accordance with the NRS, no dissenters’ rights shall be available to any holder of Company
Common Stock in connection with the Merger.
10.
Other Agreements. At the Effective Time, Holdings shall assume any obligation of the Company to deliver or make available shares
of the Company Capital Stock under any agreement or employee benefit plan not referred to in Section 6(g) herein to which the
Company is a party. Any reference to the Company Capital Stock under any such agreement or employee benefit plan shall be deemed to be
a reference to the Holdings Capital Stock, and a share of Holdings Capital Stock shall be issuable in lieu of each share of the Company
Capital Stock otherwise required to be issued under any such agreement or employee benefit plan, subject to subsequent adjustment as
provided in any such agreement or employee benefit plan.
11.
Further Assurances. From time to time, as and when required by the Surviving Corporation or by its Holdings or assigns, there
shall be executed and delivered on behalf of the Company such deeds and other instruments, and there shall be taken or caused to be taken
by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest perfect or conform, of record
or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities,
powers, franchises and authority of the Company, and otherwise to carry out the purposes of this Agreement, and the officers and directors
of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or otherwise, to take any and all such action
and to execute and deliver any and all such deeds and other instruments.
12.
Termination. This Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned,
at any time prior to the Effective Time, whether before or after approval of this Agreement by the board of directors of the Company,
Holdings, and Merger Sub, or by action of the board of directors of the Company if it determines for any reason, in its sole judgment
and discretion, that the consummation of the Agreement would be not be advisable or not in the best interests of the Company.
5
13.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without
giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would
cause the application of laws of any jurisdiction other than those of the State of Nevada.
14.
Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings (both written and oral) among the Parties with respect thereto.
15.
Further Assurances. Each Party shall do and perform or cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, assignments, instruments, and documents as the other reasonably may request
from time to time for the purpose of carrying out the intent of this Agreement.
16.
Binding Effect; Assignability. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder
may be assigned or delegated by either Party without the consent of the other Party, and any attempted or purported assignment or delegation
of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon each Party
and its successors and assigns.
17.
Amendments. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver
by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.
18.
Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the
meaning and interpretation of this Agreement.
19.
Third Party Beneficiaries. Nothing herein is intended or shall be construed to confer upon or give to any person or entity other
than the Parties, any rights, remedies or other benefits under or by reason of this Agreement.
20.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all
of which shall together constitute one and the same instrument.
[Signature
page follows]
6
IN
WITNESS WHEREOF, the Company, Holdings, and Merger Sub have caused this Agreement to be executed and delivered as of the date first
written above.
THE COMPANY:
CHRONOSCALE CORPORATION
By:
/s/ Jerome Wong
Name:
Jerome Wong
Title:
Chief Financial Officer
HOLDINGS:
CHRONOSCALE HOLDINGS CORPORATION
By:
/s/ Jerome Wong
Name:
Jerome Wong
Title:
Chief Financial Officer
MERGER SUB:
CHRN MERGER SUB INC.
By:
/s/ Jerome Wong
Name:
Jerome Wong
Title:
President
[Signature
Page to Merger Agreement]
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 3
Exhibit
3.1
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
CHRONOSCALE
HOLDINGS CORPORATION
ChronoScale
Holdings Corporation, a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the
“NRS”),
DOES
HEREBY CERTIFY:
1. That
the name of the corporation is ChronoScale Holdings Corporation, and that the corporation
was organized as a Nevada corporation pursuant to the Chapter 78 of the NRS on June 18, 2026.
2. The
corporation filed a Certificate of Designation on July 1, 2026, in order to authorize certain
Series B Preferred Convertible Stock (the “Series B Certificate of Designation”).
3. That
the corporation’s board of directors duly adopted resolutions proposing to amend and
restate the Articles of Incorporation of this corporation currently in effect, declaring
said amendment and restatement to be advisable and in the best interests of this corporation
and its stockholders.
4. That
these Amended and Restated Articles of Incorporation, which amend and restate the provisions
of the Corporation’s Articles of Incorporation currently in effect, have been duly
adopted in accordance with NRS 78.315, 78.320, and 92A.134.
RESOLVED,
that Pursuant to the provisions of Title 7, Chapter 78 of the NRS, the Articles of Incorporation of the Corporation currently in effect
be amended and restated in their entirety to read as follows:
FIRST.
The name of the corporation is ChronoScale Holdings Corporation (the “Corporation”).
SECOND.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Chapter 78 of
the Nevada Revised Statutes.
THIRD.
The total number of shares of capital stock which the Corporation shall have authority to issue is 300,000,000, consisting of 290,000,000
shares of common stock, par value of $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred
stock, par value of $0.001 per share (the “Preferred Stock”). Each share of Common Stock shall entitle the
holder thereof to one vote, in person or by proxy, on any matter on which action of the stockholders of the Corporation is sought. The
holders of shares of Preferred Stock shall have no right to vote such shares, except (i) as determined by the board of directors of the
Corporation (the “Board of Directors”) in accordance with the provisions of Section 3 of Article FOURTH of
these Articles of Incorporation, or (ii) as otherwise provided by the NRS, as amended from time to time.
FOURTH.
The Board of Directors of the Corporation shall be, and hereby is, authorized and empowered, subject to such limitations prescribed by
law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in a class or series, and
by filing a certificate of designation pursuant to NRS 78.1955, to establish from time to time the number of shares to be included in
each such class or series, and to fix the designations, powers, preferences and rights of the shares of each such class or series and
the qualifications, limitations or restrictions of each such class or series. The authority of the Board of Directors with respect to
each class or series shall include, but not be limited to determination of the following:
1. The
number of shares constituting such class or series and the distinctive designation of such
class or series;
-1-
2. The
dividend rate on the shares of such class or series, whether dividends shall be cumulative
and, if so, from which date or dates, and the relative rights of priority, if any, of payment
of dividends on shares of such class or series;
3. Whether
such class or series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
4. Whether
such class or series shall have conversion privileges, and, if so, the terms and conditions
of such conversion privileges, including provision for the adjustment of the conversion rate,
in such events as the Board of Directors shall determine;
5. Whether
the shares of such class or series shall be redeemable, and, if so, the terms and conditions
of such redemption, including the date or dates upon or after which those shares shall be
redeemable, and the amount per share payable in the event of redemption. which amount may
vary in different circumstances and at different redemption dates;
6. Whether
such class or series shall have a sinking fund for the redemption or purchase of shares of
such class or series, and, if so, the terms and amount of such sinking fund;
7. The
rights of the shares of such class or series in the event of voluntary or involuntary liquidation,
dissolution or winding up of this corporation, and the relative rights of priority, if any,
of payment of shares of such class or series; and
8. Any
other relative rights, preferences and limitations of such class or series.
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 the shares of Common Stock with respect to the same dividend period.
If,
upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available
for distribution to holders of shares of Preferred Stock of all classes and series shall be insufficient to pay such holders the full
and complete preferential amount to which such holders are entitled, then such assets shall be distributed ratably among the shares of
all classes and series of Preferred Stock in accordance with the respective preferential amounts, including unpaid cumulative dividends,
if any, payable with respect thereto.
FIFTH.
The personal liability of any director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by
the Nevada Revised Statutes. Any repeal or modification of this article by the stockholders of the Corporation shall not adversely affect
any right or protection of any director of the Corporation existing at the time of such repeal or modification.
SIXTH.
The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in these
Articles of Incorporation, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted,
in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders,
directors or any other persons by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted
subject to the rights reserved in this Article SIXTH.
SEVENTH.
Capital stock issued by the Corporation after the amount of the subscription price or par value therefor has been paid in full shall
not be subject to pay debts of the Corporation, and no capital stock issued by the Corporation and for which payment has been made shall
ever be assessable or assessed.
EIGHTH.
In furtherance and not in limitation of the powers conferred by the State of Nevada:
1. The
management of the business and the conduct of the affairs of the Corporation shall be vested
in the Board of Directors. The number of directors which shall constitute the whole Board
of Directors shall be fixed by, or in the manner provided in, the Bylaws. Directors shall
be elected by the holders of shares entitled to vote thereon at the annual meeting of shareholders
and until their respective successor has been elected and qualified.
-2-
2. Notwithstanding
any other provisions of these Articles of Incorporation or the Bylaws (and notwithstanding
the fact that some lesser percentage may be specified by law, these Articles of Incorporation
or the Bylaws), any director or the entire Board of Directors 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 of the Corporation
entitled to vote generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders of the Corporation called for that purpose.
Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders
of any one or more series of Preferred Stock shall have the right, voting separately as a
class, to elect one or more directors of this corporation, the provisions of Section 2 of
this Article EIGHTH shall not apply with respect to the director or directors elected by
such holders of Preferred Stock.
3. Unless
and except to the extent that the Bylaws shall so require, the election of directors of the
Corporation need not be by written ballot.
4. Meetings
of stockholders may be held within or without the State of Nevada, as the Bylaws may provide.
NINTH. The
period of existence of the Corporation shall be perpetual.
TENTH.
No contract or other transaction between this Corporation and any other corporation, whether or not a majority of the shares of the capital
stock of such other corporation is owned by this Corporation, and no act of this corporation shall in any way be affected or invalidated
solely by the fact that any of the directors of this Corporation are pecuniarily or otherwise interested in, or are directors or officers
of such other corporation. Any director of the Corporation, individually, or any firm of which such director may be a member, may be
a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the Corporation; provided, however, that
the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of the Corporation,
or a majority thereof; and any director of this Corporation who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation that
shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with the same force and
effect as if he or she were not such director or officer of such other corporation or not so interested.
ELEVENTH.
All of the powers of the Corporation, insofar as the same may be lawfully vested by these Articles of Incorporation in the Board of Directors,
are hereby conferred upon the Board of Directors of the Corporation. In furtherance and not in limitation of that power, the Board of
Directors shall have the power to make, adopt, alter, amend and repeal from time to time bylaws of this Corporation, subject to the right
of the shareholders entitled to vote with respect thereto to adopt, alter, amend and repeal bylaws made by the Board of Directors; provided,
however, that bylaws shall not be adopted, altered, amended or repealed by the stockholders of this Corporation, except by the vote of
the holders of not less than two thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote upon the election
of directors.
TWELFTH.
That certain Series B Certificate of Designation, which was filed with the Nevada Secretary of State on July 1, 2026, a copy of
which has been attached hereto as Exhibit A, is incorporated herein and shall remain in full force and effect as of the effective date
hereof.
-3-
THIRTEENTH.
1. To
the fullest extent permitted by the laws of the State of Nevada and in accordance with NRS
78.070(8), (i) the Corporation hereby renounces all interest and expectancy that it otherwise
would be entitled to have in, and all rights to be offered an opportunity to participate
in, any business opportunity that from time to time may be presented to (A) Applied Digital
Corporation, a Nevada corporation (together with its subsidiaries, “APLD”),
any directors who are employees of or Affiliates (other than the Corporation or its subsidiaries)
of APLD or any of their respective principals, members, directors, partners, stockholders,
officers, employees or other representatives (other than any such director who is also an
employee of the Corporation or its subsidiaries), or (B) any director or stockholder who
is not employed by the Corporation or its subsidiaries (each such person, an “Exempt
Person”); (ii) no Exempt Person will have any duty to refrain from (X) engaging
in a corporate opportunity in the same or similar lines of business in which the Corporation
or its subsidiaries from time to time is engaged or proposes to engage or (Y) otherwise competing,
directly or indirectly, with the Corporation or any of its subsidiaries; and (iii) if any
Exempt Person acquires knowledge of a potential transaction or other business opportunity
which may be a corporate opportunity both for such Exempt Person or any of his or her respective
Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand,
such Exempt Person shall have no duty to communicate or offer such transaction or business
opportunity to the Corporation or its subsidiaries and such Exempt Person may take any and
all such transactions or opportunities for itself or offer such transactions or opportunities
to any other person. Notwithstanding the foregoing, the preceding sentence of this Section
1 of Article THIRTEENTH shall not apply to any potential transaction or business opportunity
that is expressly offered to a director, officer or employee of the Corporation or its subsidiaries,
solely in his or her capacity as a director, officer or employee of the Corporation or its
subsidiaries. For purposes of this Article THIRTEENTH, “Affiliate”
means, with respect to any person, any other person that directly or indirectly controls,
is controlled by, or is under common control with, such person. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.
2. To
the fullest extent permitted by the laws of the State of Nevada, no potential transaction
or business opportunity may be deemed to be a corporate opportunity of the Corporation or
its subsidiaries unless (i) the Corporation or its subsidiaries would be permitted to undertake
such transaction or business opportunity in accordance with these Articles of Incorporation,
(ii) the Corporation or its subsidiaries at such time have sufficient financial resources
to undertake such transaction or business opportunity, (iii) the Corporation or its subsidiaries
have an interest or expectancy in such transaction or opportunity and (iv) such transaction
or opportunity would be in the same or similar line of business in which the Corporation
or its subsidiaries are then engaged or a line of business that is reasonably related to,
or a reasonable extension of, such line of business.
3. To
the fullest extent permitted by law, no stockholder and no director will be liable to the
Corporation or its subsidiaries or stockholders for breach of any duty solely by reason of
any activities or omissions of the types referred to in this Article THIRTEENTH, except to
the extent such actions or omissions are in breach of this Article THIRTEENTH.
FOURTEENTH.
The Corporation expressly elects not to be governed by NRS 78.411 through NRS 78.444, inclusive, as from time to time in effect or any
successor provision thereto.
FIFTEENTH.
The following provisions are adopted pursuant to, and by specific reference to, NRS 92A.134, and shall remain in effect for a period
of not less than two (2) years after the effective date hereof, being the date on which the restructuring merger by and among the Corporation,
ChronoScale Intermediate LLC (f/k/a ChronoScale Corporation) (“ChronoScale LLC”) and CHRN Merger Sub, a Nevada corporation
(“Merger Sub”) was consummated pursuant to NRS 92A.134 (the “Restructuring Merger”):
1. ChronoScale
LLC will be managed by its members.
-4-
2. The
approval of at least a majority of the voting power of the stockholders of the Corporation
shall be required, in addition to any vote or other approval required by Chapter 92A of the
NRS or the organizational documents of the Corporation or ChronoScale LLC, for:
(a) Any
merger in which ChronoScale LLC is a constituent entity, other than a merger of ChronoScale
LLC with another entity that is wholly owned by the Corporation immediately before the effective
time of such merger, that requires the approval of the owners of ChronoScale LLC;
(b) Any
sale of the assets of ChronoScale LLC that would require the approval of the stockholders
pursuant to NRS 78.565 if ChronoScale LLC were a domestic corporation, regardless of whether
ChronoScale LLC is then a domestic corporation, provided that no approval pursuant to this
Section 2(b) of this Article FIFTEENTH shall be required in connection with the mortgage
or pledge of such assets made in good faith and not in circumvention of any other approval
required pursuant to this Section 2;
(c) Any
sale, exchange, transfer or other disposition of the owner’s interests of ChronoScale
LLC holding greater than a majority of the voting power of such owner’s interests,
provided that no approval pursuant to this Section 2(c) of this Article FIFTEENTH shall be
required in connection with the mortgage or pledge of such owner’s interests made in
good faith and not in circumvention of any other approval required pursuant to this Section
2; or
(d) Dissolution
or other termination of the existence of ChronoScale LLC.
3. For
the avoidance of doubt, for purposes of NRS 92A.134, with respect to the Restructuring Merger:
a. the
Corporation is the “holding corporation;”
b. ChronoScale
LLC is the “surviving corporation;” and
c. Merger
Sub is the “merging subsidiary.”
-5-
IN
WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed by a duly authorized officer of the Corporation
on this 1 day of July, 2026.
/s/
Jerome Wong
Name:
Jerome
Wong
Title:
Chief Financial
Officer
[Signature
Page to A&R Articles of Incorporation – ChronoScale Holdings]
EX-3.2
EX-3.2
Filename: ex3-2.htm · Sequence: 4
Exhibit
3.2
AMENDED
AND RESTATED BYLAWS
OF
CHRONOSCALE HOLDINGS CORPORATION
Effective
as of July 1, 2026
ARTICLE
I
Meetings
of Stockholders
Section
1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors
at such date, time and place, if any, either within or without the State of Nevada, as may be designated by resolution or resolutions
of the board of directors (the “Board of Directors”) of ChronoScale Holdings Corporation (as such name may be changed
from time to time in accordance with applicable law, the “Corporation”). Any annual meeting of stockholders may be
postponed by action of the Board of Directors at any time in advance of such meeting.
Section
1.2 Special Meetings. Except as otherwise provided by or pursuant to the Corporation’s articles of incorporation (including
any certificate filed with the Secretary of State of the State of Nevada establishing a series of preferred stock of the Corporation)
(as the same may be amended, restated or amended and restated, from time to time, the “Articles of Incorporation”),
special meetings of stockholders for any purpose or purposes may be called at any time solely and exclusively by the Board of Directors,
the chairman of the Board of Directors (the “Chairman”) (or, if and to the extent expressly provided for in the Articles
of Incorporation with respect to any series of preferred stock, by the holders of such series of preferred stock, acting pursuant to
the terms applicable thereto). Except as provided in the foregoing sentence, special meetings of stockholders may not be called by any
other person or persons. Any special meeting of stockholders may be postponed by action of the Board of Directors (or by the person calling
such meeting, if other than the Board of Directors) at any time in advance of such meeting. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Section
1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting
shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining stockholders
entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the
meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by
applicable law, the Articles of Incorporation or these Amended and Restated Bylaws (as the same may be further amended, restated or amended
and restated, from time to time, these “Bylaws”), the notice of any meeting shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, as of the record date
for determining the stockholders entitled to notice of the meeting.
Section
1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some
other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof, and the means
of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person or by proxy and vote
at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting. If the adjournment or postponement is for more than sixty
(60) days, the Board of Directors shall fix a new record date for such adjourned or postponed meeting in accordance with Section 1.8
of these Bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting
as of the record date fixed for notice of such adjourned meeting.
Section
1.5 Quorum. Except as otherwise provided by applicable law, by or pursuant to the Articles of Incorporation or by these Bylaws,
at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum;
provided, however, that for so long as Applied Digital Corporation, a Nevada corporation (“APLD”) Beneficially Owns
(which, for purposes of these Bylaws, shall have the meaning ascribed thereto in Rule 13d-3 under the Exchange Act) more than fifty percent
(50%) of such voting power, the presence in person or by proxy of the holders of at least two thirds (66 2/3%) in voting power of the
then outstanding shares entitled to vote at the meeting shall be required to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4
of these Bylaws until a quorum shall be present in person or represented by proxy. Shares of the Corporation’s capital stock shall
neither be entitled to vote nor be counted for quorum purposes if such shares belong to (a) the Corporation, (b) to another corporation,
if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly by
the Corporation or (c) any other entity, if a majority of the voting power of such other entity is held, directly or indirectly by the
Corporation or if such other entity is otherwise controlled, directly or indirectly, by the Corporation; provided, however,
that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own capital stock, held
by it in a fiduciary capacity.
Section
1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his
or her absence by the Chief Executive Officer, if any, or in his or her absence, by the President, if any, or in his or her absence,
by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting.
The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person
to act as secretary of the meeting.
Section
1.7 Voting; Proxies. Except as otherwise provided by or pursuant to the Articles of Incorporation, including any certificates
of designation for any class of capital stock, each stockholder entitled to vote at any meeting of stockholders shall be entitled to
one (1) vote for each share of capital stock of the Corporation held by such stockholder which has voting power upon the matter in question.
Each stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting may authorize another
person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its
date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new
proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the
election of directors (other than any Class/Series Directors) (as defined below) at which a quorum is present, a majority of the votes
cast shall be sufficient to elect; provided, however, that any meeting of stockholders for the election of directors
(other than any Class/Series Directors) at which a quorum is present, and one or more stockholders have (a) nominated one or more individuals
for election to the Board of Directors in compliance with Section 1.13 of these Bylaws, such that the number of nominees for election
to the Board of Directors exceeds the number of open seats, and (b) not withdrawn such Nomination or Nominations (as each is defined
below) on or prior to the tenth (10th) day preceding the date the Corporation first gives notice of such meeting to stockholders, a plurality
of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions
or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect
to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express
provision of the Articles of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation,
any regulation applicable to the Corporation or its securities or the laws of the State of Nevada, a vote of a different number or voting
by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority
of votes cast” means that the number of votes cast “for” a nominee, question or business exceeds the number of
votes cast “against” such nominee, question or business.
-2-
Section
1.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled
to notice of any meeting of stockholders or any adjournment thereof, or to consent to corporate action without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date
for determining stockholders entitled to notice of or to vote at the meeting, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of a determination
of stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, shall, unless otherwise required by applicable
law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (b) in the case of a determination
of stockholders entitled to consent to corporate action without a meeting, shall not be more than ten (10) days from the date upon which
the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed: (i) the record date for determining
stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day before the day
on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held;
and (ii) the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action
of the Board of Directors is required by applicable law, shall be the first date on which a signed consent setting forth the action taken
or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors
is required by applicable law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the
determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for the stockholders
entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled
to vote in accordance with the foregoing provisions of this Section 1.8 at the adjourned meeting.
Section
1.9 Maintenance of List of Stockholders. The Corporation shall keep, at its principal office or with its custodian of records
whose name and street address are available at the corporation’s registered office, a list, revised annually not later than 60
days after the date by which an annual list is required to be filed pursuant to Nevada Revised Statute 78.150, containing only the names,
alphabetically arranged, of all persons who are stockholders of record of the Corporation, showing their places of residence, if known,
and the number of shares held by them respectively. Such list shall be open to the inspection by any person who has been a stockholder
of record of the Corporation for at least six (6) months immediately preceding the demand, or any person holding, or thereunto authorized
in writing by the holders of, at least five percent (5%) of all of its outstanding shares, upon at least five (5) days’ written
demand, including the affidavit required pursuant to Nevada Revised Statute 78.105. Absent manifest error or actual fraud, the stock
ledger of the Corporation, as maintained by the Corporation or its designated transfer agent, shall conclusively determine the stockholders
of record of the Corporation.
Section
1.10 Action By Consent in Lieu of Meeting. Notwithstanding anything to the contrary in these Bylaws, for so long as APLD Beneficially
Owns more than fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Corporation 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, if a consent or consents, setting forth the action so taken,
shall be signed by the holders of outstanding capital stock of the Corporation having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation in accordance with applicable law. At all other times, stockholder action shall be taken only
at a duly called annual or special meeting of the stockholders and may not be taken by written consent.
Section
1.11 Inspectors of Election. The Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders,
appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector
who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the individual
presiding over the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according
to the best of his or her ability. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of
capital stock of the Corporation outstanding and the voting power of each such share, (b) determine the shares of capital stock of the
Corporation represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain
for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their
determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count
of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In
determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information
as is permitted by applicable law. No individual who is a candidate for an office at an election may serve as an inspector at such election.
-3-
Section
1.12 Conduct of Meetings. The date and time of the opening and the closing of the polls for each election, question or business
upon which the stockholders will vote at a meeting of stockholders shall be announced at the meeting by the individual presiding over
the meeting. Without limiting the foregoing, the presiding individual may impose reasonable time, topic and manner limitations on questions
and comments to ensure orderly conduct and to confine discussion to matters properly before the meeting. If a stockholder proposal or
nomination is determined to be procedurally deficient but the deficiency is reasonably curable, the Corporation shall provide prompt
notice of such deficiency to the proponent, and the presiding individual may permit a brief recess or deferral to allow the proponent
a reasonable opportunity to cure such deficiency before the polls close; proposals or nominations that remain deficient after such opportunity
shall be disregarded. The Board of Directors may adopt (by resolution or resolutions thereof) such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted
by the Board of Directors, the individual presiding over any meeting of stockholders shall have the right and authority to convene and
to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding
individual, are appropriate for the proper conduct of the meeting of stockholders. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the individual presiding over the meeting of stockholders, may include, without limitation,
the following: (a) the establishment of an agenda or order of business for the meeting of stockholders; (b) rules and procedures
for maintaining order at the meeting of stockholders and the safety of those present; (c) limitations on attendance at or participation
in the meeting of stockholders to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other
individuals as the individual presiding over the meeting of stockholders shall determine; (d) restrictions on entry to the meeting
of stockholders after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments
by participants in the meeting of stockholders. The Board of Directors or, in addition to making any other determinations that may be
appropriate to the conduct of the meeting of stockholders, the individual presiding over any meeting of stockholders, in each case, shall
have the power and duty to determine whether any election, question or business was or was not properly made, proposed or brought before
the meeting of stockholders and therefore shall be disregarded and not be considered or transacted at the meeting, and, if the Board
of Directors or the individual presiding over the meeting, as the case may be, determines that such election, question or business was
not properly made, proposed or brought before the meeting of stockholders and shall be disregarded and not be considered or transacted
at the meeting, the individual presiding over the meeting shall declare to the meeting that such election, question or business was not
properly made, proposed or brought before the meeting and shall be disregarded and not be considered or transacted at the meeting, and
any such election, question or business shall not be considered or transacted at the meeting. Unless and to the extent determined by
the Board of Directors or the individual presiding over the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
Section
1.13 Notice of Stockholder Business and Nominations.
(a)
Annual Meetings of Stockholders.
(i)
Nominations of one or more individuals for election to the
Board of Directors by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude nominations of one
or more individuals for election as Class/Series Directors (as defined below)) (each, a “Nomination,” and more than
one, “Nominations”) and the proposal of any question or business other than a Nomination or Nominations to be considered
by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude any question or business other than
a Nomination or Nominations required by or pursuant to the Articles of Incorporation to be voted on solely and exclusively by the holders
of any class (voting separately as a class) or series (voting separately as a series) of capital stock of the Corporation then outstanding)
(collectively, “Business”) may be made at an annual meeting of stockholders only a. pursuant to the Corporation’s
notice of meeting (or any supplement thereto), provided, however, that reference in the Corporation’s notice of meeting
to the election of directors or the election of members of the Board of Directors shall not include or be deemed to include a Nomination
or Nominations, b. by or at the direction of the Board of Directors or c. by any stockholder of the Corporation who was a stockholder
of record of the Corporation at the time the notice provided for in this Section 1.13 is delivered to the Secretary, who is entitled
to vote at the meeting and who complies with the procedures set forth in this Section 1.13.
-4-
(ii)
For Nominations or Business to be properly brought before an
annual meeting of stockholders by a stockholder pursuant to Section 1.13(a)(i)(C) of these Bylaws, the stockholder must have given
timely notice thereof in writing to the Secretary and any proposed Business must constitute a proper matter for stockholder action. The
Corporation may notify the stockholder of any immaterial deficiencies in such notice, and the stockholder shall have five (5) business
days following delivery of such notice (but in no event later than the second (2nd) business day prior to the meeting) to cure such immaterial
deficiencies; material deficiencies or untimely notices shall not be subject to cure. To be timely, a stockholder’s notice shall
be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth
(90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first (1st)
anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that
the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice
by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior
to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation.
In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time
period (or extend any time period) for the giving of the stockholder’s notice as described above. The stockholder’s notice
shall set forth: a. as to each Nomination to be made by such stockholder, (1) all information relating to the individual subject to such
Nomination that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), without regard to the application of the Exchange Act to either the Nomination or the Corporation, (2) such individual’s
written consent to being named in any proxy statement as a nominee and to serving as director if elected, (3) a description of any direct
or indirect compensation or benefit (including, without limitation, indemnification and/or advancement rights) to which the individual
subject to such Nomination may be entitled under any agreement, arrangement or understanding with any person other than the Corporation
(including, without limitation, the amount of any such monetary compensation) in connection with such individual’s nomination or
service as a director of the Corporation and (4) a description of any other material relationship or relationships between or among the
individual subject to such Nomination and/or such individual’s affiliates and associates, on the one hand, and the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the Nomination or Nominations is/are made and/or such stockholder’s
or beneficial owner’s respective affiliates and associates, or others acting in concert with such stockholder or beneficial owner
or their respective affiliates and associates, on the other hand, including, without limitation, all information that would be required
to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder, beneficial owner, affiliate, associate or other person
were the “registrant” for purposes of such rule and the individual subject to such Nomination was a director or officer of
such registrant; b. as to the Business proposed by such stockholder, a brief description of the Business, the text of the proposed
Business (including the text of any resolution or resolutions proposed for consideration and in the event that such Business includes
a proposal to amend these Bylaws, the text of the proposed amendment), the reason or reasons for conducting such Business at the meeting
and any material interest or interests in such Business of such stockholder and of the beneficial owner, if any, on whose behalf the
Business is proposed; and c. as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Nomination,
Nominations or Business is/are made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and
of such beneficial owner, if any, and any of their respective affiliates or associates or others acting in concert with them, (2) the
class, series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner, if any, (3) a representation that the stockholder is a holder of record of shares of capital stock of the
Corporation entitled to vote at such meeting and such stockholder (or a qualified representative of such stockholder) intends to appear
in person or by proxy at the meeting to propose such Nomination, Nominations or Business and (4) a representation as to whether the stockholder
or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver by proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the Business or
elect the nominee or nominees subject to the Nomination or Nominations and/or (y) to otherwise solicit proxies from stockholders of the
Corporation in support of such Nomination, Nominations or Business; provided, however, that if the Business is otherwise
subject to Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act (“Rule 14a-8”), the foregoing
notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention
to present such Business at an annual meeting of stockholders in compliance with Rule 14a-8, and such Business has been included in a
proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting of stockholders. The Corporation
may require (1) any individual subject to a Nomination by a stockholder pursuant to Section 1.13(a)(i)(C) of these Bylaws to furnish
such other information as the Corporation may reasonably require to determine the eligibility of such individual subject to such Nomination
to serve as a director of the Corporation if elected and (2) the stockholder giving notice pursuant to Section 1.13(a)(i)(C) of
these Bylaws to furnish such other information as the Corporation may reasonably require to demonstrate that any Business is a proper
matter for stockholder action at an annual meeting of stockholders.
-5-
(iii)
Notwithstanding anything in the second sentence of Section
1.13(a)(ii) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors by
the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude any Class/Series Directors) at an annual
meeting of stockholders is increased and there is no public announcement by the Corporation naming the nominees for election to the additional
directorships at least one hundred (100) days prior to the first (1st) anniversary of the preceding year’s annual meeting of stockholders,
a stockholder’s notice required by Section 1.13(a)(ii) of these Bylaws shall also be considered timely, but only with respect
to nominees for election to such additional directorships, if it shall be delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is
first made by the Corporation.
(b)
Special Meetings of Stockholders. Only such Business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto); provided, however,
that reference therein to the election of directors or the election of members of the Board of Directors shall not include or be deemed
to include Nominations. Nominations may be made at a special meeting of stockholders at which one or more directors are to be elected
by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude any Class/Series Directors) pursuant
to the Corporation’s notice of meeting (or any supplement thereto) as aforesaid (provided that the Board of Directors has
determined that directors shall be elected at such meeting) (i) by or at the direction of the Board of Directors or (ii) by any stockholder
of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.13(b) is delivered to
the Secretary, who is entitled to vote at the special meeting and upon such election and who complies with the notice procedures set
forth in this Section 1.13(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall
exclude any Class/Series Directors), any such stockholder entitled to vote in such election may make a Nomination or Nominations of one
or more individuals (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting pursuant
to this Section 1.13(b), if the stockholder’s notice setting forth the information required by Section 1.13(a)(ii)
of these Bylaws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close
of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later
of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first
made of the date of such special meeting and of the nominee(s) proposed by the Board of Directors to be elected at such special meeting.
In no event shall the public announcement of an adjournment or postponement of a special meeting of stockholders commence a new time
period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 1.13(b).
-6-
(c)
General.
(i)
Only individuals subject to a Nomination made in compliance
with the procedures set forth in this Section 1.13 shall be eligible for election at an annual or special meeting of stockholders,
and only such Business shall be conducted at an annual or special meeting of stockholders as shall have been brought before such meeting
in accordance with the procedures set forth in this Section 1.13. Except as otherwise provided by applicable law, the Board of
Directors or the individual presiding over an annual or special meeting of stockholders shall have the power and duty to determine whether
(A) a Nomination or any Business proposed to be brought before the meeting was or was not made, proposed or brought, as the case may
be, in accordance with the procedures set forth in this Section 1.13 and (B) any proposed Nomination, Nominations or Business
shall be disregarded or that such Nomination, Nominations or Business shall not be considered or transacted at the meeting. Notwithstanding
the foregoing provisions of this Section 1.13, if the stockholder (or a qualified representative of the stockholder) giving notice
pursuant to Section 1.13(a)(i)(C) or Section 1.13(b) of these Bylaws does not appear at the annual or special meeting of
stockholders to present a Nomination, Nominations or Business, such Nomination, Nominations or Business shall be disregarded and such
Nomination, Nominations or Business shall not be considered or transacted at the meeting, notwithstanding that proxies in respect of
such vote may have been received by the Corporation.
(ii)
For purposes of this Section 1.13 and Section 1.14
of these Bylaws, “public announcement” shall include disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with or publicly furnished
by the Corporation to the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) (or any successor thereto) of the Exchange
Act.
(iii)
Nothing in this Section 1.13 shall be deemed to affect
any (A) rights or obligations, if any, of stockholders with respect to inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 (to the extent the Corporation or such proposals are subject to Rule 14a-8), (B) rights or obligations, if any,
of stockholders with respect to the inclusion of a nominee in a universal proxy card pursuant to Rule 14a-19 (or any successor thereto)
promulgated under the Exchange Act or (C) rights, if any, of the holders of any class or series of capital stock of the Corporation as
provided for or fixed by or pursuant to the Articles of Incorporation and then outstanding to, solely and exclusively, elect one or more
directors (collectively, the “Class/Series Directors” and each, a “Class/Series Director”).
Section
1.14 Proxy Access.
(a)
Nominations of Eligible Nominees. The Corporation shall include in its proxy statement and/or on its proxy card (collectively,
“proxy materials”) for an annual meeting of stockholders the name of, and the Required Information (as defined below)
relating to, any individual nominated for election to the Board of Directors who satisfies the eligibility requirements set forth in
this Section 1.14 (an “Eligible Nominee” and more than one, the “Eligible Nominees”), who
is nominated pursuant to a stockholder notice in compliance with Section 1.13(a)(i)(C) of these Bylaws, which notice also complies
with Section 1.14(f) (a “Proxy Access Notice”) and is timely delivered pursuant to Section 1.14(g) of
these Bylaws by a stockholder or a group of no more than twenty (20) stockholders (each, a “Holder” and collectively,
“Holders”) who: (i) expressly elects or elect, as the case may be, at the date of delivery of the Proxy Access Notice
pursuant to Section 1.14(g) of these Bylaws to have such Eligible Nominee included in the Corporation’s proxy materials;
(ii) as of both the date of delivery of the Proxy Access Notice and the record date for determining stockholders entitled to vote at
the annual meeting of stockholders, (A) owns of record, or is acting on behalf of one or more beneficial owners who own (in each case,
as defined in Section 1.14(c) of these Bylaws), a number of shares that represents at least three percent (3%) in voting power
of the then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors (the “Required
Shares”) and (B) has owned of record, or is acting on behalf of one or more beneficial owners who have owned (in each case,
as defined in Section 1.14(c) of these Bylaws), continuously the Required Shares (as adjusted for any stock splits, stock dividends
or similar events) for at least the three-year period preceding the date of delivery of the Proxy Access Notice, and must continue to
hold the Required Shares through the date of the annual meeting; and (iii) satisfies the additional requirements set forth in this
Section 1.14 (such Holder, or such group of Holders, collectively, an “Eligible Stockholder”). For the avoidance
of doubt, in the event of a nomination by a group of Holders that together constitute an Eligible Stockholder, any and all requirements
and obligations for an individual Eligible Stockholder set forth in this Section 1.14, including the minimum holding period, shall
apply to each member of such group of Holders (each, a “Constituent Holder”); provided that the Required
Shares shall be owned by such group of Holders in the aggregate. Should any Holder withdraw from a group of Holders constituting an Eligible
Stockholder at any time prior to the annual meeting of stockholders, the remaining Holders shall be deemed to own only the shares owned
by the remaining members of the group in determining if the group of Holders continues to constitute an Eligible Stockholder.
-7-
(b)
Satisfying the Ownership Requirement. For purposes of satisfying the ownership requirement under Section 1.14(a) of these
Bylaws: (i) the outstanding shares of capital stock of the Corporation owned by one or more Holders may be aggregated, provided
that the number of Holders whose ownership of shares is aggregated for such purpose shall not exceed twenty (20); (ii) a group of
investment funds under common management and investment control shall be treated as one Holder for the purpose of determining the aggregate
number of Holders in Section 1.14(b)(i) of these Bylaws, provided that each such investment fund otherwise meets the requirements
set forth in this Section 1.14; and (iii) two (2) or more persons that would be deemed to be beneficial owners of the same
outstanding shares of capital stock of the Corporation under Rule 13d-3 (or any successor Rule) promulgated under the Exchange Act) shall
be treated as one Holder for the purpose of determining the aggregate number of Holders in Section 1.14(b)(i) of these Bylaws.
(c)
Determining Ownership. For purposes of this Section 1.14, a Holder “owns” only those outstanding shares
of capital stock of the Corporation as to which the Holder possesses both: (i) the full voting and investment rights pertaining to such
shares; and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares, provided
that the number of shares calculated in accordance with Section 1.14(b)(i) and Section 1.14(b)(ii) of these Bylaws shall
not include any shares (A) sold by such Holder or any of such Holder’s affiliates in any transaction that has not been settled
or closed (including any short sale), (B) borrowed by such Holder or any of such Holder’s affiliates for any purpose or purchased
by such Holder or any of such Holder’s affiliates pursuant to an agreement to resell or (C) subject to any option, warrant, forward
contract, swap, contract of sale, other derivative or similar agreement entered into by such Holder or any of such Holder’s affiliates,
whether any such instrument or agreement is to be settled with shares of capital stock of the Corporation or with cash based on the notional
amount or value of outstanding shares of capital stock of the Corporation, in any such case, which instrument or agreement has, or is
intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such Holder’s
or any of such Holder’s affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting,
or altering to any degree gain or loss arising from the full economic ownership of such shares by such Holder or such Holder’s
affiliates.
A
Holder “owns” outstanding shares of capital stock of the Corporation held in the name of a nominee or other intermediary
so long as the Holder retains the right to instruct how such shares are voted with respect to the election of directors and possesses
the full economic interest in such shares. A Holder’s ownership of shares of capital stock of the Corporation shall be deemed to
continue during any period in which the Holder has delegated any voting power by means of a proxy, power of attorney or other instrument
or arrangement that is revocable at any time by the Holder. A Holder’s ownership of outstanding shares of capital stock of the
Corporation shall be deemed to continue during any period in which the Holder has loaned such shares, provided that the Holder
has the power to recall such loaned shares on no more than five (5) business days’ notice and recalls such loaned shares back to
such Holder’s own possession not more than five (5) business days after being notified that such Holder’s Eligible Nominee
will be included in the Corporation’s proxy material for the relevant annual meeting of stockholders and holds the recalled shares
through date of such annual meeting. The terms “owned,” “owning” and other variations of the word
“own” shall have correlative meanings. Whether outstanding shares of capital stock of the Corporation are “owned”
for purposes of this Section 1.14 shall be determined by the Board of Directors. For purposes of this Section 1.14, the
terms “affiliate” or “affiliates” and “associate” or “associates”
shall have the respective meanings ascribed thereto under the General Rules and Regulations promulgated under the Exchange Act.
(d)
Limitations on Groups of Holders. No shares of capital stock of the Corporation may be attributed to more than one group of Holders
constituting an Eligible Stockholder under this Section 1.14, and no Holder may be a member of more than one group of Holders
constituting an Eligible Stockholder under this Section 1.14 per each annual meeting of stockholders.
(e)
Required Information. For purposes of this Section 1.14, the “Required Information” that the Corporation
shall include in its proxy statement is: (i) the information concerning the Eligible Nominee and the Eligible Stockholder that the Corporation
determines is required to be disclosed in the Corporation’s proxy materials by the applicable requirements of the Exchange Act
and the rules and regulations promulgated thereunder; and (ii) if the Eligible Stockholder so elects, a written statement of the
Eligible Stockholder, not to exceed five-hundred (500) words, in support of such Eligible Stockholder’s Eligible Nominee, which
must be delivered at the same time and in the same manner as the Proxy Access Notice for inclusion in the Corporation’s proxy materials
for the annual meeting (the “Statement”). Notwithstanding anything to the contrary contained in this Section 1.14,
the Corporation may omit from its proxy materials, or may require the Eligible Stockholder to supplement or correct, any information,
including all or a portion of any Statement, if the Corporation believes: (A) such information is not true and correct in all material
respects or omits to state a material statement necessary to make the statements therein not misleading; (B) such information directly
or indirectly impugns character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal
or immoral conduct or associations, without factual foundation, with respect to, any person; (C) the inclusion of such information
would violate any applicable law, rule or regulation; or (D) the inclusion of such information would impose a material risk of liability
to or upon the Corporation. Nothing in this Section 1.14 shall limit the Corporation’s ability to solicit against and include
in its proxy materials its own statements or other information relating to any Eligible Stockholder or Eligible Nominee.
-8-
(f)
Information to be Set Forth in Proxy Access Notice. The Proxy Access Notice shall set forth the information required under Section
1.13(a)(ii)(A) and Section 1.13(a)(ii)(C) of these Bylaws with respect to the Eligible Stockholder and each Eligible Nominee, respectively,
and, in addition, shall set forth or include the following: (i) a copy of the Schedule 14N that has been or is concurrently filed with
the Securities and Exchange Commission under Rule 14a-18 promulgated under the Exchange Act; (ii) the details of any relationship
not disclosed in the Schedule 14N that existed within the past three (3) years and that would have been described pursuant to Item 6(e)
of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (iii) the name and address
of the Eligible Stockholder; (iv) an executed written agreement by the Eligible Stockholder addressed to the Corporation, setting
forth the following additional agreements, representations, and warranties: (A) with respect to the Eligible Stockholder, a representation
and warranty as to the number of outstanding shares of capital stock of the Corporation such Eligible Stockholder owns and has owned
(as defined in Section 1.14(c) of these Bylaws) continuously for at least three (3) years as of the date of delivery of the Proxy
Access Notice and an agreement to continue to own the Required Shares through the date of the annual meeting of stockholders, which statement
shall also be included in the written statements set forth in Item 4 of the Schedule 14N filed by the Eligible Stockholder with the Securities
and Exchange Commission, and a representation and warranty that such Eligible Stockholder intends to continue to satisfy the eligibility
requirements described in this Section 1.14 of these Bylaws through the date of the annual meeting of stockholders; (B) the
Eligible Stockholder’s agreement to provide (1) written statements from the record holder and intermediaries as required under
Section 1.14(h) of these Bylaws verifying the Eligible Stockholder’s continuous ownership of the Required Shares, such statements
to be delivered to the Corporation in the same manner as the Proxy Access Notice within five (5) business days after the date of delivery
of the Proxy Access Notice and as of the business day immediately preceding the date of the annual meeting of stockholders and (2) immediate
notice to the Corporation (in the same manner as the Proxy Access Notice) if the Eligible Stockholder ceases to own any of the Required
Shares prior to the date of the annual meeting of stockholders; (C) the Eligible Stockholder’s representation and agreement
that the Eligible Stockholder (and its respective affiliates and associates) (1) did not acquire the Required Shares with the intent
to change or influence control of the Corporation, and does not presently have such intent, (2) has not nominated and will not nominate
for election to the Board of Directors at the annual meeting of stockholders any individual other than the Eligible Nominee being nominated
pursuant to this Section 1.14, (3) has not engaged and will not engage in a “solicitation,” and has not been and will
not be a “participant” in another person’s “solicitation,” in each case, within the meaning of Rule 14a-1(l)
(or any successor rule) promulgated under the Exchange Act, in support of the election of any individual as a director at the annual
meeting of stockholders other than such Eligible Stockholder’s Eligible Nominee or a nominee of the Board of Directors and (4)
will not distribute to any stockholder of the Corporation any form of proxy for the annual meeting of stockholders other than the form
distributed by the Corporation; (D) the Eligible Stockholder’s agreement to (1) assume all liability stemming from any legal
or regulatory violation arising out of any statements or communications made by the Eligible Stockholder to the Corporation, its stockholders
or any other persons in connection with the nomination or election of directors, including, without limitation, the Proxy Access Notice,
(2) indemnify and hold harmless (jointly, in the case of a group of Holders constituting an Eligible Stockholder) the Corporation and
each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including reasonable
attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative
or investigative, against the Corporation or any of its directors, officers or employees arising out of the Eligible Stockholder’s
actions, including the provision of any information in the Proxy Access Notice or any other communication by the Eligible Stockholder
to or with the Corporation, in connection with any nomination submitted by the Eligible Stockholder pursuant to this Section 1.14,
(3) in the event that any information in the Proxy Access Notice, or any other communication by the Eligible Stockholder to or with the
Corporation, its stockholders or any other person in connection with the nomination or election (including, without limitation, the Statement)
or the Eligible Nominee ceases to be true and correct in all material respects or omits to state a material fact necessary to make the
statements made therein not misleading, or the Eligible Stockholder discovers that such person has failed to continue to satisfy the
eligibility requirements described in this Section 1.14, promptly (and in any event within forty-eight (48) hours of discovering
such misstatement, omission or failure to satisfy eligibility) notify the Corporation (in the same manner as the Proxy Access Notice)
and any other recipient of such misstatement or omission and of the information required to correct the misstatement or omission, or
of such failure to satisfy eligibility, (4) comply with all other applicable laws and regulations applicable to the Eligible Stockholder
in connection with any solicitation in connection with the annual meeting of stockholders, (5) file all materials described in Section
1.14(h)(iii) of these Bylaws with the Securities and Exchange Commission, regardless of whether any such filing is required under
Regulation 14A promulgated under the Exchange Act or whether any exemption from filing is available for such materials under Regulation
14A and (6) provide to the Corporation (in the same manner as the Proxy Access Notice) prior to the annual meeting of stockholders such
additional information as may be reasonably requested by the Corporation in order for the Corporation to comply with its disclosure obligations
under applicable law, determine the Eligible Stockholder’s satisfaction of the requirements of this Section 1.14 and ascertain
the Eligible Nominee’s eligibility for nomination pursuant to this Section 1.14; (E) with respect to each Eligible
Nominee, (1) a list of all positions held by such Eligible Nominee as an officer or director of any competitor (as defined for purposes
of Section 8 of the Clayton Antitrust Act of 1914, as amended (the “Clayton Act”)) of the Corporation or any of its
subsidiaries within the three (3) years preceding the date of delivery of the Proxy Access Notice, (2) a completed and signed questionnaire,
representation and agreement and any additional information, in each case, required by Section 1.14(i) of these Bylaws, (3) such
Eligible Nominee’s written consent to being named in any proxy statement as a nominee and to serving as a director of the Corporation
if elected; and (F) in the case of a nomination by a group of Holders that together constitute an Eligible Stockholder, the designation
by each Constituent Holder of a lead Constituent Holder that is authorized to act on behalf of each such Constituent Holders with respect
to the nomination of the Eligible Nominee and matters related thereto, including any withdrawal of the nomination of the Eligible Nominee.
-9-
The
information and documents required by this Section 1.14(f) shall be: (i) provided with respect to and executed by each Constituent
Holder; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor
item) in the case of an Eligible Nominee or Constituent Holder that is an entity. The Proxy Access Notice shall be deemed delivered on
the date on which all of the information and documents referred to in this Section 1.14(f) (other than such information and documents
contemplated to be delivered after the date the Proxy Access Notice is delivered) have been delivered to the Secretary at the principal
executive offices of the Corporation.
(g)
Delivery of Proxy Access Notice. To be timely under this Section 1.14, the Proxy Access Notice must be delivered to the
Secretary at the principal executive offices of the Corporation within the time period described in the second sentence of Section
1.13(a)(ii) of these Bylaws. In no event shall the public announcement of an adjournment or postponement of an annual meeting of
stockholders commence a new time period (or extend any time period) for the delivery of the Proxy Access Notice as described above.
(h)
Eligible Stockholder Obligations. An Eligible Stockholder must: (i) within five (5) business days after the date of delivery of
the Proxy Access Notice, and on the last business day immediately prior to the date of the annual meeting of stockholders, provide to
the Corporation (in the same manner as the Proxy Access Notice) one or more written statements from the record holder(s) of the Required
Shares and from each intermediary through which the Required Shares are or have been held, in each case, during the requisite three-year
holding period, verifying that the Eligible Stockholder owns, and has owned continuously for the preceding three (3) years, the Required
Shares; (ii) include in the written statements provided pursuant to Item 4 of Schedule 14N filed with the Securities and Exchange
Commission a statement certifying that such Eligible Stockholder owns and continuously has owned (as defined in Section 1.14(c))
the Required Shares for at least three (3) years; (iii) file with the Securities and Exchange Commission any solicitation or other
communication relating to the annual meeting of stockholders at which any Eligible Nominee will be nominated, regardless of whether any
such filing is required under Regulation 14A promulgated under the Exchange Act or whether any exemption from filing is available for
such solicitation or other communication under Regulation 14A; and (iv) as to any group of investment funds whose shares are aggregated
for purposes of constituting an Eligible Stockholder, within five (5) business days after the date of delivery of the Proxy Access Notice,
provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds are under common management and investment
control.
(i)
Eligible Nominee Obligations. To be eligible to be an individual nominated for election to the Board of Directors by an Eligible
Stockholder pursuant to this Section 1.14, an Eligible Nominee must complete and deliver (within the time period specified in
Section 1.14(g) of these Bylaws for delivery of the Proxy Access Notice) to the Corporation (in the same manner as the Proxy Access
Notice), a written questionnaire providing information with respect to the background, experience and qualifications of such individual,
together with a written representation and agreement of such individual with respect to the matters described in Section 1.13(b)(ii)(A)
of these Bylaws. At the request of the Corporation, the Eligible Nominee must promptly, but in any event within five (5) business days
of such request, submit to the Corporation (in the same manner as the Proxy Access Notice) any additional completed and signed questionnaires
required of the Corporation’s directors and provide to the Corporation such other information as the Corporation may reasonably
request in order for the Corporation to comply with its disclosure obligations under applicable law or, as of the date of delivery of
the Proxy Access Notice or a date subsequent thereto, determine whether the Eligible Stockholder satisfies the requirements of this Section
1.14 or ascertain whether the Eligible Nominee is eligible for nomination pursuant to this Section 1.14. The Corporation may
request such additional information as necessary to permit the Board of Directors to determine if the Eligible Nominee is qualified and
suitable to serve as a director of the Corporation, eligible to serve as an “independent director” or “audit committee
financial expert” of the Corporation under applicable law, the rules or regulations of any stock exchange applicable to the Corporation,
any regulation applicable to the Corporation or its securities, or any publicly disclosed corporate governance guideline or committee
charter of the Corporation, and such other information as could be material to a reasonable stockholder’s understanding of the
independence, or lack thereof, of such Eligible Nominee. If the Eligible Nominee fails to furnish such requested information prior to
the last date on which a Proxy Access Notice would be timely pursuant to Section 1.14(g), the nomination of such Eligible Nominee
shall not be considered made in compliance with this Section 1.14, the Corporation may omit from its proxy materials such Eligible
Nominee, and such nomination shall be disregarded and not be considered at the annual meeting of stockholders before which such nomination
is proposed to be brought, notwithstanding that proxies in respect of such vote or such Eligible Nominee may have been received by the
Corporation.
-10-
(j)
Omission of Eligible Nominee from Proxy Materials. Notwithstanding anything to the contrary contained in this Section 1.14,
the Corporation may omit from its proxy materials any Eligible Nominee, and the nomination of such Eligible Nominee shall be disregarded
and not be considered at the annual meeting of stockholders before which such nomination is proposed to be brought, notwithstanding that
proxies in respect of such vote or such Eligible Nominee may have been received by the Corporation, and the Eligible Stockholder may
not, after the last date on which a Proxy Access Notice would be timely, cure in any way any defect preventing the nomination of the
Eligible Nominee, if: (i) the Secretary receives notice pursuant to Section 1.13(a)(i)(C) of these Bylaws that a stockholder intends
to nominate one or more individuals for election to the Board of Directors, which stockholder does not elect to have such stockholder’s
nominee(s) included in the Corporation’s proxy materials pursuant to this Section 1.14; (ii) the Eligible Stockholder
has engaged in (A) an exempt solicitation as described in Rule 14a-2(b) promulgated under the Exchange Act or (B) any communication,
as described in Rule 14a-1(l)(2)(iv) promulgated under the Exchange Act, stating how the Eligible Stockholder intends to vote at the
annual meeting of stockholders and the reasons therefor (in each case, other than with respect to such Eligible Stockholder’s Eligible
Nominee(s) or any nominee(s) of the Board of Directors); (iii) (A) the Eligible Stockholder fails to include in the Proxy Access
Notice or otherwise provide to the Corporation, or the Eligible Nominee fails to include in the written questionnaire, representation
or agreement required by Section 1.14(i) of these Bylaws or otherwise provide to the Corporation (in each case, within the time
period specified in Section 1.14(g) of these Bylaws for delivery of the Proxy Access Notice), all information required to be provided
pursuant to this Section 1.14 in connection with the nomination of the Eligible Nominee, or the Eligible Stockholder or the Eligible
Nominee otherwise breaches or fails to comply in any material respect with the Eligible Stockholder’s or Eligible Nominee’s,
as applicable, obligations or agreements set forth in this Section 1.14, (B) the Eligible Stockholder has made representations
and warranties or provided other information to the Corporation in connection with the nomination of the Eligible Nominee (including,
without limitation, in the Proxy Access Notice) that was untrue, or ceases to be true, in any material respect or omitted, or omits,
to state a material fact necessary to make the statements made therein not misleading, (C) the Eligible Nominee withdraws his or her
written consent to being named in any proxy statement and to serving as a director of the Corporation if elected or becomes unwilling
or unable to serve on the Board of Directors or (D) any material violation or breach occurs of any of the obligations, agreements, representations
or warranties of the Eligible Nominee set forth in or required by this Section 1.14; (iv) the Eligible Stockholder withdraws
such Eligible Stockholder’s nomination of the Eligible Nominee; (v) such Eligible Nominee’s nomination or election to
the Board of Directors would result in the Corporation violating or failing to be in compliance with the Articles of Incorporation, these
Bylaws or any applicable law, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable
to the Corporation or its securities, or any publicly disclosed corporate governance guideline or committee charter of the Corporation;
or (vi) the Eligible Nominee (A) is not “independent” under the rules or regulations of any stock exchange applicable to
the Corporation, any regulation applicable to the Corporation or its securities, or any publicly disclosed corporate governance guideline
or committee charter of the Corporation, (B) does not qualify as a “non-employee director” under Rule 16b-3 (or any successor
Rule) promulgated under the Exchange Act, in each case, as determined by the Board of Directors, (C) is or has been, within the past
three (3) years, an officer or director of a competitor (as defined in Section 8 of the Clayton Act) of the Corporation or any of its
subsidiaries, (D) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has
been convicted in a criminal proceeding within the past ten (10) years or (E) is or has been subject to any order, judgement, decree,
event or circumstance specified in Rule 506(d)(1) (or any successor Rule) promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), such that the exemption under Rule 506 (or any successor rule) would be unavailable to the Corporation
were the Eligible Nominee a member of the Board of Directors.
(k)
Nomination Not Made in Compliance with this Section 1.14. Notwithstanding anything to the contrary contained in this Section
1.14, the nomination of an Eligible Nominee shall not be considered made in compliance with this Section 1.14, and such nomination
shall be disregarded and not be considered at the annual meeting of stockholders before which such nomination is proposed to be brought,
notwithstanding that proxies in respect of such vote or such Eligible Nominee may have been received by the Corporation, if: (i) the
Eligible Stockholder has failed to continue to satisfy the eligibility requirements described in this Section 1.14; (ii)
the Eligible Stockholder or the designated lead Constituent Holder, as the case may be, or any qualified representative thereof, does
not appear at the annual meeting of stockholders before which such nomination is proposed to be brought to present the nomination of
the Eligible Nominee submitted pursuant to this Section 1.14; (iii) the Eligible Nominee becomes unwilling or unable to serve
on the Board of Directors; or (iv) the Eligible Stockholder withdraws such Eligible Stockholder’s nomination of the Eligible
Nominee.
(l)
Impermissible Activities. Notwithstanding anything to the contrary contained in this Section 1.14, the Corporation shall
not be required to include in its proxy materials any Eligible Nominee pursuant to this Section 1.14, the nomination of an Eligible
Nominee shall not be considered made in compliance with this Section 1.14, such nomination shall be disregarded and not be considered
at the annual meeting of stockholders before which such nomination is proposed to be brought, notwithstanding that proxies in respect
of such vote or such Eligible Nominee may have been received by the Corporation, and no stockholder who submits a nomination of an Eligible
Nominee shall be deemed to constitute an Eligible Stockholder for purposes of this Section 1.14, if such Eligible Nominee or nominating
stockholder, as the case may be, at any time during the three (3)-year period immediately preceding the date of delivery of the Proxy
Access Notice for such nomination or at any time prior to the annual meeting of stockholders, directly or indirectly, whether through
an affiliate, associate or other intermediary, has initiated, financially sponsored, supported or otherwise actively participated in
any initiative, campaign or other process seeking to (i) advance any agenda that is not directly related to the enhancement of stockholder
value or (ii) restrict, eliminate or declare unlawful any business or operation of the Corporation or any of its subsidiaries that has
generated revenue, positive earnings and/or net income in at least one (1) fiscal quarter in the trailing four (4) fiscal quarters, as
disclosed in the most recent earnings press release or periodic report (on Form 10-Q or Form 10-K, as the case may be) filed by the Corporation
with the Securities and Exchange Commission immediately preceding the date of delivery of such Proxy Access Notice.
-11-
(m)
Maximum Number of Eligible Nominees. Notwithstanding the other provisions of this Section 1.14, the number of Eligible
Nominees appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders (including any Eligible
Nominee whose name was submitted for inclusion in the Corporation’s proxy materials but who is nominated by the Board of Directors
as a Board of Directors nominee), together with any nominees who were previously elected to the Board of Directors as Eligible Nominees
at any of the preceding two (2) annual meetings of stockholders and who are re-nominated for election at such annual meeting of stockholders
by the Board of Directors and any Eligible Nominee who was qualified for inclusion in the Corporation’s proxy materials but whose
nomination is subsequently withdrawn, shall not exceed (the “Maximum Number”) the greater of (i) two (2) or (ii) twenty-five
percent (25%) of the number of directors in office as of the last date on which a Proxy Access Notice may be delivered pursuant to Section
1.14(g) of these Bylaws with respect to such annual meeting of stockholders, or if such amount is not a whole number, the closest
whole number below twenty-five percent (25%). In the event that the number of Eligible Nominees submitted by Eligible Stockholders pursuant
to this Section 1.14 exceeds this Maximum Number, each Eligible Stockholder will select one (1) Eligible Nominee for inclusion
in the Corporation’s proxy materials until the Maximum Number is reached, going in order of the number (largest to smallest) of
outstanding shares of capital stock of the Corporation each Eligible Stockholder disclosed as owned in such Eligible Stockholder’s
respective Proxy Access Notice delivered to the Corporation. If the Maximum Number is not reached after each Eligible Stockholder has
selected one (1) Eligible Nominee, this selection process will continue as many times as necessary, following the same order each time,
until the Maximum Number is reached. In the event that one or more vacancies occurs on the Board of Directors resulting from the death,
resignation, disqualification, removal or other cause after the deadline set forth in Section 1.14(g) of these Bylaws, but before
the date of the annual meeting of stockholders, and the Board of Directors resolves to reduce the number of directors constituting the
Board of Directors in connection therewith, the Maximum Number shall be calculated based on such reduced number of directors.
(n)
Ineligible Nominees. Any Eligible Nominee who is included in the Corporation’s proxy materials for a particular annual meeting
of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at such annual meeting of stockholders
or (ii) does not receive at least twenty five percent (25%) of the votes cast in favor of the Eligible Nominee’s election at such
annual meeting of stockholders, will be ineligible to be an Eligible Nominee pursuant to this Section 1.14 for the next two (2)
annual meetings of stockholders.
(o)
Section 1.14 Exclusive. This Section 1.14 provides the exclusive method for a stockholder or group of stockholders to include
nominees for election to the Board of Directors in the Corporation’s proxy materials.
(p)
Determinations. Except as otherwise provided by applicable law, the Articles of Incorporation, or this Section 1.14, the
Board of Directors shall have the power and duty to determine whether this Section 1.14 or any of the representations, warranties
and covenants contained in this Section 1.14 or required by this Section 1.14 have been complied with.
Section
1.15 Acquisition of Controlling Interests. Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes (the “Acquisition
of Controlling Interest Statute”) shall apply to the Corporation beginning on the effective date, first hereinabove stated,
of these Bylaws (the “Effective Date”); provided, however, that the Acquisition of Controlling
Interest Statute shall not apply to APLD and its subsidiaries (each, an “Exempt Control Share Holder”), and shall
not apply to any future acquisition of any controlling interest (at or above any threshold enumerated by the Acquisition of Controlling
Interest Statute) by (i) any such Exempt Control Share Holder, or (ii) any trust or estate planning vehicle for the sole benefit of an
Exempt Control Share Holder. Terms used but not otherwise defined in this Section 1.15, but defined in the Acquisition of Controlling
Interest Statute, shall have the meanings provided therein.
ARTICLE
II
Board of Directors
Section
2.1 Number; Qualifications. Except as otherwise provided by or pursuant to the Articles of Incorporation, the Board of Directors
shall consist of one (1) or more members, the number thereof to be determined from time to time by resolution or resolutions of the Board
of Directors. Directors need not be stockholders.
-12-
Section
2.2 Resignation; Vacancies and Newly Created Directorships. Any director may resign at any time upon notice to the Corporation.
Subject to the rights, if any, of the holders of any class or series of capital stock of the Corporation as provided for or fixed by
or pursuant to the Articles of Incorporation and then outstanding, newly created directorships resulting from an increase in the authorized
number of directors or any vacancies on the Board of Directors resulting from the death, resignation, disqualification, removal or other
cause, shall be filled solely and exclusively by a majority vote of the directors then in office, although less than a quorum, or by
the sole remaining director. Any director so elected shall hold office until the expiration of the term of office of the director whom
he or she has replaced and until his or her successor shall be elected and qualified, subject to such director’s earlier death,
resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director.
Section
2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada
and at such times as the Board of Directors may from time to time determine.
Section
2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State
of Nevada whenever called by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any two (2) members
of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the Secretary or at the direction
of the person or persons calling the meeting (a) in the case of notice delivered by U.S. mail, postage prepared, at least five (5) days
before the special meeting, and (b) in the case of notice delivered by courier service, personal delivery or electronic transmission,
at least forty-eight (48) hours before the special meeting.
Section
2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all individuals
participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.5 shall constitute
presence in person at such meeting.
Section
2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority
of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the
Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors. Notwithstanding the foregoing, for so long
as there are at least two (2) APLD designees then serving on the Board of Directors, the presence of at least one (1) such APLD designee
shall be required to constitute a quorum of the Board of Directors.
Section
2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, if any,
or in the absence of the Chairman of the Board of Directors, by the Chief Executive Officer, if any, or in the absence of the Chief Executive
Officer, by the President, if any, or in the absence of the President, by a chairperson chosen at the meeting. The Secretary shall act
as secretary of the meeting, but in the absence of the Secretary, the chairperson of the meeting may appoint any individual to act as
secretary of the meeting.
Section
2.8 Action by Unanimous Consent of Directors. Unless otherwise restricted by or pursuant to the Articles of Incorporation or by
these Bylaws, (a) any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing
or by electronic transmission and (b) a consent may be documented, signed and delivered in any manner permitted by Chapters 75, 78, 92A
or 720 of the Nevada Revised Statutes, as applicable. After action is taken, the consent or consents relating thereto shall be filed
with the minutes of the proceedings of the Board of Directors, or the committee thereof, in the same paper or electronic form as the
minutes are maintained.
-13-
ARTICLE
III
Committees
Section
3.1 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more natural
persons, including at least one of whom is a director of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence
or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided
in the resolution of the Board of Directors or these Bylaws, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it.
Section
3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may
make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.
ARTICLE
IV
Officers
Section
4.1 Officers; Election; Qualifications; Term of Office, Resignation; Removal; Vacancies. The Board of
Directors shall elect a Chief Executive Officer, a President, a Treasurer, a Chief Financial Officer, and a Secretary, and may choose
a Chairman of the Board of Directors from among its members. Any two or more offices may be held by the same person. The Board of Directors
may also elect a Chief Operating Officer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers
and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her
successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Except as otherwise provided by or pursuant to the Articles of Incorporation, the Board of Directors
may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such
officer, if any, with the Corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors
at any regular or special meeting.
Section
4.2 Powers and Duties of Officers. The officers of the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed in these Bylaws or a resolution or resolutions of the Board of Directors and, to the extent not so provided,
as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require
any officer, agent or employee to give security for the faithful performance of his or her duties.
Section
4.3 Chairman of the Board of Directors. The Chairman of the Board of Directors, if any, shall have the power and duty to confer
with the Chief Executive Officer and/or the President on matters of general policy affecting the day-to-day management of the Corporation’s
business and preside at all meetings of the Board of Directors.
Section
4.4 Chief Executive Officer. The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general
charge of the Corporation’s business and day-to-day management and shall have the power and duty to supervise the Corporation’s
other officers, see that all resolutions and orders of the Board of Directors are carried into effect, preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board of Directors, if any, preside at all meetings of the Board of Directors.
Section
4.5 President. The President shall, in the absence of the Chief Executive Officer, subject to the direction of the Board of Directors,
have general charge of the Corporation’s business and day-to-day management and shall have the power and duty to supervise the
Corporation’s other officers, see that all resolutions and orders of the Board of Directors are carried into effect, preside at
all meetings of the stockholders and, in the absence of the Chairman of the Board of Directors, if any, or the Chief Executive Officer,
if any, preside at all meetings of the Board of Directors.
Section
4.6 Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Chief Executive Officer, if any, or
in the absence of the Chief Executive Officer, the President, have the power and duty to oversee all financial and accounting matters
of the Corporation, including maintaining custody of the Corporation’s funds and securities and depositing, investing and disbursing
the Corporation’s funds, and shall have such additional powers and duties as the Chief Executive Officer, if any, or in the absence
of the Chief Executive Officer, the President assigns.
-14-
Section
4.7 Chief Operating Officer. The Chief Operating Officer shall, under the direction of the Chief Executive Officer, if any, or
in the absence of the Chief Executive Officer, the President, have the power and duty to oversee the Corporation’s day-to-day business
operations and shall have such additional powers and duties as the Chief Executive Officer, if any, or in the absence of the Chief Executive
Officer, the President assigns.
Section
4.8 Vice Presidents. A Vice President, if one is elected, or, if there is more than one, the Vice Presidents, shall have the power
and duty to assist the Chief Executive Officer, if any, or in the absence of the Chief Executive Officer, the President, as he or she
directs in the management of the Corporation’s business and the implementation of resolutions and orders of the Board of Directors.
If there is more than one Vice President, the Board of Directors may give them titles that are descriptive of their respective functions
or indicative of their relative seniority. In the event of the absence or inability to act of the Chief Executive Officer, if any, or
in the absence of the Chief Executive Officer, the President, if any, or in the absence of the President, the Vice Presidents, or if
there is more than one, the Vice Presidents in the order of their seniority as indicated by their titles or as otherwise determined by
the Board of Directors, shall have the power and duty to perform the duties of the Chief Executive Officer or President, as applicable.
A Vice President shall have such additional powers and duties as the Chief Executive Officer, if any, or in the absence of the Chief
Executive Officer, the President assigns.
Section
4.9 Secretary. The Secretary shall have custody of the Corporation’s corporate records and shall have the power and duty
to send all notices to stockholders and directors required by applicable law, the Articles of Incorporation or these Bylaws and record
all proceedings of meetings of the stockholders and the Board of Directors. The Secretary shall have the power to certify copies of these
Bylaws, resolutions of the stockholders and the Board of Directors or any committee thereof and other documents of the Corporation as
true and correct and shall have such additional powers and duties as the Chief Executive Officer, if any, or in the absence of the Chief
Executive Officer, the President assigns.
Section
4.10 Assistant Officers. An Assistant Treasurer or Assistant Secretary (or if more than one is elected, the Assistant Treasurers
and Assistant Secretaries in the order determined by the Board of Directors) shall, in the absence of the Treasurer, if any, or in the
absence of the Secretary, if any, have the powers and duties of the Treasurer or the Secretary, respectively, and shall have such additional
powers and duties as the Chief Executive Officer, if any, or in the absence of the Chief Executive Officer, the President assigns.
ARTICLE
V
Stock
Section
5.1 Book Entry. The shares of the Corporation shall be uncertificated shares and shall be evidenced by a book-entry system maintained
by the registrar of such shares, provided that the Board of Directors may provide by resolution or resolutions that some or all of any
or all classes or series of its capital stock may be represented by certificates. Within a reasonable time after the issuance or transfer
of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required
to be set forth or stated on certificates pursuant to Chapter 78 of the Nevada Revised Statutes.
ARTICLE
VI
Indemnification
Section
6.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable
law, any individual (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved
in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”),
by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, its participants or beneficiaries,
against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding
the preceding sentence or Section 6.2 of these Bylaws, except as otherwise provided in Section 6.3 of these Bylaws, the
Corporation shall be required to indemnify a Covered Person or pay expenses in connection with a proceeding (or part thereof) commenced
by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific
case by the Board of Directors.
-15-
Section
6.2 Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including
attorneys’ fees) incurred by a Covered Person in defending or otherwise participating in any proceeding as they are incurred and
in advance of its final disposition, except as provided in the final sentence of Section 6.1 of these Bylaws; provided,
however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay the amounts advanced if it is ultimately
determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified under this Article VI
or otherwise.
Section
6.3 Claims. If (a) a claim for indemnification (following the final disposition of such proceeding) under Section 6.1 of
these Bylaws is not paid in full within sixty (60) days after a written claim therefor by the Covered Person has been received by the
Corporation or (b) a claim for advancement of expenses under Section 6.2 of these Bylaws is not paid in full within twenty (20)
days after a written claim therefor by the Covered Person has been received by the Corporation, as applicable, the Covered Person may
file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense
(including attorneys’ fees) of prosecuting such claim. In any such action the Corporation shall have the burden of proving that
the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. In any such action
to enforce a claim for indemnification under Section 6.1 of these Bylaws, neither the failure of the Corporation to have made
a determination prior to the commencement of such action that indemnification of the Covered Person is proper in the circumstances because
the Covered Person has met the applicable standard of conduct set forth in the Nevada Revised Statutes, nor an actual determination by
the Corporation that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered
Person has not met such applicable standard of conduct.
Section
6.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any
other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section
6.5 Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was
or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise
or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from
such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.
Section
6.6 Amendment or Repeal. Any amendment, repeal, modification or elimination of the foregoing provisions of this Article VI
shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior
to the time of such amendment, repeal, modification or elimination.
Section
6.7 Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the Corporation, to
the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons
when and as authorized by appropriate corporate action.
Section
6.8 Certain Terms. For purposes of this Article VI: (a) references to “the Corporation” shall include,
in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under this Article VI with respect to the resulting
or surviving corporation as such person would have with respect to such constituent corporation as if its separate existence had continued;
(b) references to “other enterprise” shall include employee benefit plans; (c) reference to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and (d) references to “serving
at the request of the Corporation or any of its consolidated subsidiaries” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries.
-16-
ARTICLE
VII
Miscellaneous
Section
7.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution or resolutions of the Board of Directors.
Section
7.2 Seal. The corporate seal of the Corporation shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.
Section
7.3 Manner of Notice. Except as otherwise provided in these Bylaws or permitted by applicable law, notices to directors and stockholders
shall be in writing or electronic transmission and delivered by mail, courier service or electronic mail to the directors or stockholders
at their addresses appearing on the records of the Corporation.
Section
7.4 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled
to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee
of directors need be specified in a waiver of notice.
Section
7.5 Form of Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including
its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device,
method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided
that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger,
that the records so kept comply with applicable law.
Section
7.6 Amendment of Bylaws. For so long as APLD Beneficially Owns at least thirty percent (30%) of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the election of directors, these Bylaws may be altered, amended
or repealed, and new bylaws made, by the Board of Directors, without the approval of the stockholders; provided, however, that at such
time APLD Beneficially Owns less than thirty percent (30%) of the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, either (i) the Board of Directors may make, alter, amend or repeal
these Bylaws with the prior approval of the stockholders, or (ii) the stockholders may make, alter, amend or repeal these Bylaws with
the prior approval of the Board of Directors. In addition to any affirmative vote required by or pursuant to the Articles of Incorporation,
any bylaw that is to be made, altered, amended or repealed by the stockholders of the Corporation in accordance with these Bylaws shall
require the affirmative vote of the holders of at least a majority in voting power of all of the then outstanding shares of capital stock
of the Corporation entitled to vote, voting together as a single class.
Section
7.7 Forum for Adjudication of Disputes.
(a)
Chosen Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District
Court of Clark County, Nevada (the “Nevada Court”) or the Court of Chancery of the State of Delaware (the “Court
of Chancery” and together with the Nevada Court, the “Chosen Courts”) shall be the sole and exclusive forum
for any and all actions, suits and proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim
(each, an “Action”), provided that the Nevada Court shall be the sole and exclusive forum for any Action that constitutes
an internal action (as such term is defined in Nevada Revised Statute 78.046 or any successor statute); provided, however, in the event
that the Chosen Courts lack jurisdiction over such Action, the sole and exclusive forum for such Action shall be another state or federal
court located within the State of Nevada or the State of Delaware, in all cases, subject to such court having personal jurisdiction over
the indispensable parties named as defendants. For the avoidance of doubt, this Section 7.7(a) shall not apply to the resolution
of any complaint asserting a cause of action arising under the Securities Act.
(b)
Federal Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts
of the United States of America shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act.
(c)
Application. Failure to enforce the foregoing provisions of this Section 7.7 would cause the Corporation irreparable harm
and the Corporation shall, to the fullest extent permitted by applicable law, be entitled to equitable relief, including injunctive relief
and specific performance, to enforce the foregoing provisions. Any person purchasing or otherwise acquiring any interest in shares of
capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.7.
Adopted
effective as of July 1, 2026.
-17-
EX-3.3
EX-3.3
Filename: ex3-3.htm · Sequence: 5
Exhibit
3.3
CERTIFICATE
OF DESIGNATION
OF THE POWERS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL AND OTHER RESTRICTIONS
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
CHRONOSCALE HOLDINGS CORPORATION
ChronoScale
Holdings Corporation (the “Corporation”), pursuant to the provisions of Sections 78.195 and 78.1955 of the
Private Corporations Law of the State of Nevada, does hereby make this Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Restrictions (this “Certificate of Designation”), does hereby state and certify
that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board”)
by the provisions of Third Article of the Amended and Restated Articles of Incorporation of the Corporation (the “Articles”),
the Board duly adopted resolutions authorizing the issuance of 5,852 shares of convertible preferred stock, par value $0.001 per share,
and fixing the designation and preferences and relative, participating, optional and other special rights, and qualifications, limitations
and restrictions, of a series of convertible preferred stock to be designated “Series B Convertible Preferred Stock,” as
further described below. This Certificate of Designation shall be in full force and effect as of the date hereof.
Section
1.1 Designation. As of the effective date of this Certificate of Designation, there is hereby created out of the authorized
preferred stock of the Corporation a series of preferred stock designated as “Series B Convertible Preferred Stock” (the
“Preferred Stock”), par value $0.001 per share. The following rights, powers and privileges, and restrictions,
qualifications and limitations, shall apply to the Preferred Stock and the holders of the Preferred Stock (each, a “Holder”
and collectively, the “Holders”).
(a)
Rank. The Preferred Stock, if entitled to the receipt of dividends or of amounts distributable upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation (a “Liquidation”), ranks, with respect
to the payment of any such dividends and rights upon a Liquidation: (i) prior or senior to all classes or series of common stock of the
Corporation, par value $0.001 per share (“Common Stock”); (ii) on parity with other classes or series of our
equity securities issued in the future if, pursuant to the specific terms of such class or series of equity securities, the holders of
such class or series of equity securities are entitled to the receipt of dividends and of amounts distributable upon a Liquidation in
proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences, without preference or priority
of one over the other; (iii) junior to any class or series of our equity securities if, pursuant to the specific terms of such class
or series, the holders of such class or series are entitled to the receipt of dividends or amounts distributable upon a Liquidation in
preference or priority to the Holders; and (iv) junior to all of the Corporation’s existing and future debt.
(b)
Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.
(i)
Payments to Holders of Preferred Stock. Upon Liquidation, before any distribution or payment shall be made to the holders of Common
Stock or any other class or series of capital stock ranking junior to the Preferred Stock, by reason of their ownership thereof, and
after payment or provision for the Corporation’s debts and other liabilities, the Holders of shares of Preferred Stock then outstanding
shall be entitled to be paid out of the funds and assets available for distribution to the stockholders of the Corporation, an amount
per share equal to the Stated Value (as defined below) thereof, and excluding interest on any such payment. If upon a Liquidation, the
funds and assets available for distribution to the stockholders of the Corporation shall be insufficient to pay the Holders of shares
of Preferred Stock the full amount to which they are entitled under this Section 1.1(b)(i), the Holders of shares of Preferred
Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts
that would otherwise be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable
on or with respect to such shares were paid in full. The “Stated Value” shall mean One Thousand United States
Dollars and No Cents ($1,000.00), subject to an equitable adjustment for stock splits, stock combinations, recapitalizations and similar
transactions.
(ii)
Payments to Holders of Common Stock. In the event of a Liquidation, after the payment of all preferential amounts required to
be paid to the Holders of shares of Preferred Stock as provided in Section 1.1(b)(i) and to the holders of shares of any other
class or series of capital stock ranking senior to or on parity with the Preferred Stock, the remaining funds and assets available for
distribution to the stockholders of the Corporation shall be distributed among the holders of shares of Common Stock, pro rata based
on the number of shares of Common Stock held by each such holder. Upon a Liquidation, whether voluntary or involuntary, until payment
in full is made to the holders of shares of Preferred Stock of the liquidation distribution to which they are entitled, (A) no dividend
or other distribution shall be made to the holders of Common Stock or any other class or series of shares of capital stock of the Corporation
ranking junior to the shares of Preferred Stock and (B) no purchase, redemption or other acquisition for any consideration by the Corporation
shall be made in respect of the Common Stock or any other class or series of shares of capital stock of the Corporation ranking junior
to the shares of Preferred Stock.
(iii)
Exceptions. The consolidation or merger of the Corporation with or into any other corporation, trust or other entity, the consolidation
or merger of any other corporation, trust or entity with or into the Corporation, the sale or transfer of any or all of the Corporation’s
assets or business or a statutory share exchange will not be deemed to constitute a Liquidation for purposes of this Section 1.1(b).
Section
1.2 Voting Rights.
(a)
Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no separate voting rights.
(b)
Holders shall vote together with the holders of Common Stock on an as converted to Common Stock basis (determined by dividing the Stated
Value of such share of Preferred Stock by the Conversion Price (as defined below)), assuming the shares of Preferred Stock were converted
with a Conversion Date occurring on such record or other relevant date; and the Holders will be entitled to notice of all stockholder
meetings or proposed actions by written consent in accordance with the Articles, the Bylaws of the Corporation, and the Private Corporations
Law of the State of Nevada as if the Holders were holders of Common Stock. For the avoidance of doubt, the voting rights set forth in
this Section 1.2(b) will not be limited or eliminated by the provisions in Section 1.4(d). Notwithstanding anything to
the contrary in this Section 1.2, in no event shall the shares of Preferred Stock held by any Holder (together with such Holder’s
Attribution Parties (as defined below)) be entitled to have, on an as-converted basis and in aggregate, together with votes attributable
to any other voting securities beneficially owned by such Holder and such Holder’s Attribution Parties, a number of votes representing
more than 19.99% of the then-combined voting power of all of the voting securities of the Corporation outstanding as of the time of such
vote (the “Voting Cap”), provided, however, that if the Corporation’s stockholders and
such Holder approve the voting of the Preferred Stock above the Voting Cap, the Voting Cap will cease to apply with respect to such Holder
(and such Holder’s Attribution Parties). In the event that all shares of Preferred Stock held by any Holder and such Holder’s
Attribution Parties are not entitled to vote due to the Voting Cap, the number of votes that such Holder and such Holder’s Attribution
Parties are entitled to in terms of their respective shares of Preferred Stock shall be reduced on a pro rata basis such that the aggregate
number of votes of the shares of Preferred Stock, after taking into account the votes attributable to all voting securities of the Corporation
then held by such Holder and such Holder’s Attribution Parties prior to the applicable date of determination, is equal to the Voting
Cap.
-2-
(c)
In any event, and notwithstanding the foregoing limitation, as long as any shares of Preferred Stock are outstanding, the Corporation
shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Preferred Stock, (i) alter,
waive or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation,
(ii) authorize or create or issue any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation
senior to, or otherwise pari passu with, the Preferred Stock, (iii) increase or decrease the authorized number of shares of Preferred
Stock, or (iv) amend its articles of incorporation or bylaws or file any articles of amendment, certificate of designation, preferences,
limitations and relative rights of any series of preferred stock in any manner that adversely affects any rights given to this Preferred
Stock regardless of whether any such action shall be by means of amendment to its articles of incorporation or by merger, consolidation
or otherwise.
Section
1.3 Dividends. From and after the issuance date of such Preferred Stock, the Holders on the record date fixed for holders of Common
Stock for dividends or distributions (or, in the event no such date is fixed prior to the first Preferential Dividend Record Date occurring
following such dividends or distributions, on such Preferential Dividend Record Date) shall be entitled to receive, concurrently with
any dividends or distributions, such dividends or distributions paid to the holders of Common Stock to the same extent as if such Holders
had converted the Preferred Stock into Common Stock (without regard to any limitations on conversion) and had held such shares of Common
Stock on such record date. The Preferred Stock shall not otherwise be entitled to any dividends or distributions.
Section
1.4 Conversion.
(a)
Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and
after the date hereof at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated
Value of such share of Preferred Stock, by the Conversion Price (as defined below). Holders shall effect conversions by providing the
Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”),
and, only if the full or remaining number of shares of Preferred Stock represented by the certificate are being converted, but without
delaying the Corporation’s requirement to deliver shares of Common Stock in accordance with Section 1.4(c), by surrendering
such certificate or certificates as soon as practicable on or following the delivery of the applicable Notice of Conversion (or an indemnification
undertaking with respect to such Preferred Stock certificates in the case of its loss, theft, destruction or mutilation in compliance
with the procedures set forth in Section 1.6(c)). Each Notice of Conversion shall specify the number of shares of Preferred Stock
to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock
owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the
date the applicable Holder delivers by electronic mail such Notice of Conversion to the Corporation (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice
of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall
control in the absence of manifest or mathematical error. Shares of Preferred Stock converted into Common Stock or redeemed in accordance
with the terms hereof shall be canceled and shall not be reissued.
-3-
(b)
Conversion Price.
(i)
The conversion price for the Preferred Stock shall equal $8.22, subject to adjustment herein (the “Conversion Price”).
(c)
Mechanics of Conversion.
(i)
Delivery of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”),
the Corporation shall use its reasonable best efforts to deliver, or cause to be delivered, to the converting Holder the number of shares
of Common Stock issuable upon conversion of the shares of Preferred Stock designated in the applicable Notice of Conversion (the “Conversion
Shares”) being acquired upon the conversion of the Preferred Stock. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on Nasdaq Capital Market or other national securities exchange
on which the Common Stock is listed (as applicable, the “Principal Market”) with respect to the Common Stock
as in effect on the date of delivery of the Notice of Conversion.
(ii)
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to
or as directed by the applicable Holder by the applicable Share Delivery Date, such Holder shall, to the fullest extent permitted by
law, be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind
such conversion, in which event the Corporation shall promptly return to such Holder the shares of Preferred Stock delivered to the Corporation
and such Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice
of Conversion. In the event of such rescission, the Corporation shall be obligated to pay accrued liquidated damages but there shall
be no obligation to pay liquidated damages following such rescission with respect to the prior default by the Corporation for the rescinded
Notice of Conversion. In addition, if, on or after the applicable Share Delivery Date, such Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of Common Stock issuable upon such conversion that such
Holder anticipated receiving from the Corporation, then the Corporation shall, within two (2) Trading Days after such Holder’s
request and in such Holder’s discretion, either (x) pay cash to such Holder in an amount equal to such Holder’s total purchase
price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In
Price”), at which point the Corporation’s obligation to issue and deliver such certificate or credit such Holder’s
balance account with Depository Trust Company (“DTC”) for the shares of Common Stock to which such Holder is
entitled upon such Holder’s conversion of the applicable shares of Preferred Stock shall terminate, or (y) promptly honor its obligation
to deliver to such Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance
account with DTC for such shares of Common Stock and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B) the price at which the sell order giving rise to such
purchase obligation was executed.
-4-
(iii)
Obligation Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares
upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by a Holder to enforce the same, the recovery of any judgment against any Person or any action to enforce the same, or any setoff,
counterclaim or recoupment; provided, however, that such delivery shall not operate as a waiver by the Corporation of any
such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of its Preferred
Stock, the Corporation may not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder
has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder,
restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and
the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which
is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to such Holder to the extent it obtains judgment in its favor. In the absence of such injunction,
the Corporation shall issue Conversion Shares in accordance with the terms of this Certificate of Designation. If the Corporation fails
to deliver to a Holder such Conversion Shares pursuant to Section 1.4(c)(i) on the Share Delivery Date applicable to such conversion,
the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Stated Value of the
Preferred Stock being converted, $10 per month (and increasing to $20 per month on the second month, but not to exceed, in aggregate,
$100 per share) for each month after the Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion.
Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver Conversion
Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights
shall not prohibit a Holder from seeking to enforce damages pursuant to any other section hereof or under applicable law. As used herein,
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any
kind.
(iv)
Reservation of Shares Issuable Upon Conversion. From and after the Subscription Date until the date no shares of Preferred Stock
remain outstanding, the Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued
shares of Common Stock for issuances pursuant to the terms of this Certificate of Designation, free from preemptive rights or any other
actual contingent purchase rights of Persons other than the Holders of the Preferred Stock, not less than 100% of such aggregate number
of shares of the Common Stock as shall be issuable upon the conversion of all then outstanding shares of Preferred Stock at the Conversion
Price then in effect (without regard to any limitation on conversions) (the “Required Reserved Amount”). The
Corporation shall, so long as any of the Preferred Stock remains outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of issuing shares of Common Stock with respect of the Preferred
Stock pursuant to the terms of this Certificate of Designation, no less than a number of shares of Common Stock equal to the applicable
Required Reserved Amount. If at any time while any of the Preferred Stock remains outstanding the Corporation does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred
Stock at least a number of shares of Common Stock equal to the Required Reserved Amount (an “Authorized Share Failure”),
then the Corporation shall immediately take all action necessary to increase the Corporation’s authorized shares of Common Stock
to an amount sufficient to allow the Corporation to reserve the Required Reserved Amount for the Preferred Stock then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Corporation shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,
the Corporation shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its Board to recommend to the stockholders that they approve
such proposal. Notwithstanding the foregoing, if during any such time of an Authorized Share Failure, the Corporation is able to obtain
the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized
shares of Common Stock, the Corporation may satisfy this obligation by obtaining such consent and submitting for filing with the U.S.
Securities and Exchange Commission (the “SEC”) an Information Statement on Schedule 14C. The Corporation covenants
that all Conversion Shares shall, when issued, be duly authorized, validly issued, fully paid and nonassessable.
-5-
(v)
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred
Stock. As to any fraction of a share which the Holders would otherwise be entitled to purchase upon such conversion, the Corporation
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent
with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting
fractional shares of Preferred Stock.
(vi)
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock
and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. The Corporation shall pay all transfer agent fees required for same-day processing of any Notice of Conversion.
(d)
Conversion Limitations.
(i)
Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and each Holder shall
not have the right to convert any portion of such Holder’s Preferred Stock, to the extent that, after giving effect to the conversion
set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s affiliates, and any Persons acting as
a group together with such Holder or any of such Holder’s affiliates (such Persons, collectively, the “Attribution
Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of
the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include
the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated
Value of Preferred Stock beneficially owned by such Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the
limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder and each of its Attribution
Parties. For purposes of this Section 1.4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
To the extent that the limitation contained in this Section 1.4(d)(i) applies, the determination of whether the Preferred Stock
is convertible (in relation to other securities owned by such Holder together with any Attribution Parties) and of how many shares of
Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be
deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities
owned by such Holder together with any Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case,
subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to
the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth
in this paragraph and the Corporation shall be entitled to rely on such representation. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section
1.5(d)(i), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed
with the SEC, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by
the Corporation or the transfer agent of the Corporation, Vstock Transfer, LLC (the “Transfer Agent”) setting
forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one
(1) Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Corporation, including the Preferred Stock, by such Holder or its Attribution Parties since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be, with respect to each Holder,
9.99% of the number of shares of the Common Stock outstanding and/or the then combined voting power of all of the voting securities of
the Corporation immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock
held by such Holder.
-6-
(ii)
No Strict Construction. The provisions of this Section 1.4 shall be construed and implemented in a manner otherwise than
in strict conformity with the terms hereof to correct such provisions (or any portions thereof) which may be defective or inconsistent
with the intended limitations contained in Section 1.4(d) or to make changes or supplements necessary or desirable to properly
give effect to such limitations, and shall be interpreted in a way to as to be consistent with the rules and regulations of the Principal
Market. The limitations contained in Section 1.4(d) shall apply to a successor Holder of Preferred Stock.
Section
1.5 Certain Adjustments.
(a)
Certain Adjustments to Conversion Price.
(i)
Stock Dividends and Stock Splits. If the Corporation, at any time while the Preferred Stock is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other securities
of the Corporation or the subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (such securities, the “Common Stock
Equivalents”), (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon
conversion of, or payment of a dividend on, the Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 1.5(a)(i) shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If the
Corporation, at any time while the Preferred Stock is outstanding, authorizes and issues an additional class of common, with dividend
and voting rights at a ratio different than the existing class of Common Stock (the “New Common Stock”), then
the Preferred Stock will automatically become convertible, at the election of such Holder, into shares of the New Common Stock at an
adjusted Conversion Price proportional to the then-current Conversion Price multiplied by a fraction, the numerator of which shall be
the number of votes per share of the class of New Common Stock, and the denominator of which shall be the number of votes per share of
the existing class of Common Stock.
-7-
(ii)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 1.5(a) above, if at any time the Corporation
grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of Common Stock (the “Purchase Rights”), then, the holder of Preferred
Stock thereof will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
holder of Preferred Stock could have acquired if the holder Preferred Stock had held the number of shares of Common Stock acquirable
upon complete conversion of such holder’s Preferred Stock (without taking into account any limitations or restrictions on the convertibility
of the Preferred Stock and assuming the Preferred Stock are convertible as of the applicable date of determination) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such purchase and such
Purchase Right to such extent shall be held in abeyance for such Holder, so long as such Holder promptly elects to exercise such Purchase
Right when notified of the applicable transaction and provides payment for the exercise of such Purchase Rights in advance (which payment
shall be held in abeyance for such Holder).
(iii)
Redemption Right.
(A)
Upon a Trading Failure (as defined below), the Corporation shall within two (2) Business Days deliver written notice thereof via electronic
mail (a “Trading Failure Notice”) to the Holders. At any time within five (5) Trading Days of the Holder’s
receipt of a Trading Failure Notice (or at such time by which the Corporation would be required to deliver a Trading Failure Notice),
such Holder may require the Corporation to redeem (a “Redemption”) all or any portion of such Holder’s
Preferred Stock by delivering written notice thereof (“Redemption Notice”) to the Corporation, which Redemption
Notice shall indicate the Preferred Stock such Holder is electing to require the Corporation to redeem.
(B)
At any time on or after January 22, 2027, either (i) the Corporation may redeem or (ii) any Holder may require the Corporation to redeem,
all or any portion of such Holder’s Preferred Stock (the “Time-Based Redemption Right”) by delivering
a Redemption Notice to the other party, which Redemption Notice shall indicate the Preferred Stock the Corporation or the Holder is electing
to redeem.
(C)
Any Preferred Stock subject to redemption pursuant to this Section 1.5(a)(iii) shall be redeemed by the Corporation on the applicable
Redemption Date (as defined below) in cash by wire transfer of immediately available funds at a price equal to the applicable Redemption
Price (as defined below).
(D)
Other than as specifically permitted by this Certificate of Designation, the Corporation may not prepay or redeem any portion of the
outstanding Preferred Stock of a Holder without such Holder’s prior written consent. Upon receipt of the full Redemption Price
in cash by wire transfer of immediately available funds by the Holders of then outstanding shares Preferred Stock, all such shares of
Preferred Stock shall cease to be outstanding. If a Redemption Notice shall have been duly given, and if on the applicable Redemption
Date, the applicable Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such Redemption Date
is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor to such Holders in a timely
manner, then all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the
applicable Holders to receive the Redemption Price without interest.
-8-
(E)
As used herein:
(1)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental
action to close; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.
(2)
“Redemption Date” means:
a.
with respect to a Redemption upon a Trading Failure, the date set forth in the applicable Redemption Notice, which shall not be earlier
than the twentieth (20th) Business Day nor later than the ninetieth (90th) day, after the date of delivery of such
Redemption Notice to the Corporation; and
b.
with respect to a Redemption pursuant to the Time-Based Redemption Right, the date determined by the Corporation which shall not be later
than the ninetieth (90th) day after the date of delivery of the applicable Redemption Notice to the Corporation.
(3)
“Redemption Price” means the Stated Value of the Preferred Stock being redeemed.
(4)
“Trading Day” means any day on which the Principal Market is open for trading.
(5)
“Trading Failure” means (A) the suspension of the Common Stock from trading on the Principal Market for a period
of ten (10) consecutive Trading Days or for more than an aggregate of twenty (20) Trading Days in any 365-day period or (B) the failure
of the Common Stock to be listed on the Principal Market.
(b)
Calculations. All calculations under this Section 1.5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be.
(c)
Notice to the Holders.
(i)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 1.5,
the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.
-9-
(ii)
Notice to Allow Conversion by Holder. If (A) the approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer
of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property or (B) the Corporation shall authorize a Liquidation, then, in each case, the Corporation shall
cause to be filed at each office or agency maintained for the purpose of conversion of the Preferred Stock, and shall cause to be delivered
to each Holder at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a written notice
stating (x) the date on which a record is to be taken for the purpose of seeking such stockholder approval or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of
which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that
the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided under this Certificate of Designation constitutes, or
contains, material, non-public information regarding the Corporation, the Corporation shall simultaneously file such notice with the
SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert such Holder’s Preferred Stock during
the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.
Section
1.6 Miscellaneous.
(a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by electronic mail, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at the Address for Notice set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated January 20, 2026, among ChronoScale Corporation (f/k/a Ekso Bionics Holdings,
Inc.) and the purchasers signatory thereto, or such other address as the Corporation may specify for such purposes by notice to the Holders
delivered in accordance with this Section 1.7(a). Any and all notices or other communications or deliveries to be provided by
the Corporation hereunder shall be in writing and delivered personally, by electronic mail, or sent by a nationally recognized overnight
courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Corporation, or
if no such e-mail address or address appears on the books of the Corporation, at the principal place of business of such Holder, as set
forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail at the e-mail address required
under this Section 1.6(a) prior to 5:30 p.m. (local time, based on the location of the recipient) on any date, (ii) the next Trading
Day after the date of transmission, if such notice or communication is delivered via electronic mail at the e-mail address required under
this Section 1.6(a) on a day that is not a Trading Day or later than 5:30 p.m. (local time, based on the location of the recipient)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent for overnight delivery via U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
(b)
Absolute Obligation. To the fullest extent permitted by law, and except as expressly provided herein, no provision of this Certificate
of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages,
accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.
(c)
Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,
or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of
the ownership hereof reasonably satisfactory to the Corporation.
-10-
(d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the
transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in either the City of New York, Borough
of Manhattan or in Clark County, Nevada (the “Designated Courts”). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the Designated Courts for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such Designated Courts, or such Designated Courts are improper or inconvenient venue for such proceeding. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions
contemplated hereby.
(e)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver
by the Corporation or a Holder must be in writing.
(f)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any dividend or other amount deemed interest due hereunder
violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.
(g)
Modification; Amendment or Waiver. The terms of this Certificate of Designation shall, including for the purposes of Section 78.1955
of the Private Corporations Law of the State of Nevada, only be (A) amended, waived, altered or repealed, including by merger, consolidation
or otherwise, by (x) the affirmative vote of the holders of a majority of the voting power of the Preferred Stock, voting as a separate
class, (y) the approval of the Board and (z) the approval of the Audit Committee, if any of the holders of the Preferred Stock is considered
by the Corporation to be an insider or such Audit Committee approval is required by the rules and regulations of the Principal Market
or the SEC and (B) the holders of Common Stock or any other series of preferred shares of the Corporation other than the Preferred Stock
shall not be entitled to vote or approve of, and such vote or approval shall not be required, for any amendment, waiver, alteration or
repeal on matters that pertain only to the Preferred Stock.
(h)
Tax Treatment. For U.S. federal and other applicable state and local income tax purposes, it is intended that the Preferred Stock
will be treated as participating stock and not as “preferred stock” within the meaning of Section 305(b)(4) of the Internal
Revenue Code of 1986, as amended, and Treasury Regulations Section 1.305-5(a). The Corporation, the Holders and their respective affiliates
shall report consistently with, and shall take no positions or actions inconsistent with, the foregoing treatment unless otherwise required
by applicable law.
(i)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.
(j)
Status of Converted or Repurchased Preferred Stock. If any shares of Preferred Stock shall be converted, repurchased or reacquired
by the Corporation, such shares shall be retired and resume the status of authorized but unissued shares of Preferred Stock and shall
no longer be designated as Series B Convertible Preferred Stock.
*************
-11-
RESOLVED,
FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be
and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations
in accordance with the foregoing resolution and the provisions of Nevada law.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate of Designation this 1st day of July, 2026.
-12-
EX-3.4
EX-3.4
Filename: ex3-4.htm · Sequence: 6
Exhibit 3.4
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 7
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following is a summary description of capital
stock of ChronoScale Holdings Corporation (the “Company” or “we,” “us” or “our”). The
following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable provisions
of Nevada law, our articles of incorporation, as amended (“charter”), our bylaws (“bylaws”) and Certificate of
Designation of the Powers, Preferences and Relative, Participating, Option and Other Restrictions of the Series B Preferred Stock (“Certificate
of Designation”). The description is intended as a summary and is qualified in its entirety by reference to our charter, our bylaws
and our Certificate of Designation, which are included as exhibits to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 1, 2026 and applicable provisions of Nevada law.
DESCRIPTION OF COMMON STOCK
General
Under our charter, we are authorized to issue 290,000,000
shares of common stock, par value $0.001 per share.
Dividends. The holders of outstanding shares
of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times
and in such amounts as the board from time to time may determine.
Voting. Holders of common stock are entitled
to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors
then standing for election.
Pre-emptive Rights, Redemption, Conversion and
Sinking Fund Provisions. The common stock is not entitled to pre-emptive rights and is not subject to conversion, redemption or sinking
fund provisions.
Liquidation Rights. Upon liquidation, dissolution
or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders
of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding
share of common stock is duly and validly issued, fully paid and non-assessable.
Transfers. There are no restrictions on the
transfer of our common stock except such restrictions as may be imposed by applicable securities laws.
DESCRIPTION OF PREFERRED STOCK
General
Under our charter, we are authorized to issue 10,000,000
shares of preferred stock, par value $0.001 per share and stated value (“Stated Value”) of $1,000 per share.
Voting. Except as otherwise required by law,
holders of our Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) shall not be entitled to
any separate voting rights and shall vote together with the holders of our common stock on an as-converted basis. Each Holder of the Series
B Preferred Stock shall not be entitled to have, on an as-converted basis and in the aggregate, together with votes attributable to any
other voting securities beneficially owned by such holder and such holder’s affiliates, a number of votes representing more than
19.99% of the then-combined voting power of all of the voting securities of the Company outstanding as of the time of such vote.
Duration and Conversion. The Series B Preferred
Stock has no stated maturity and will remain outstanding indefinitely unless converted into common stock. The Series B Preferred Stock
will be convertible into shares of common stock at a conversion price of $8.22 per share, subject to customary adjustments (“Conversion
Price”). Each share of Series B Preferred Stock shall be convertible into such number of shares of common stock that results from
dividing the Stated Value by the Conversion Price.
Limitations on Conversion. Holders of Series
B Preferred Stock are prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such
conversion, such holder, together with its affiliates, would beneficially own in excess of 9.99% of the then-combined voting power of
all of the voting securities of the Company outstanding immediately after giving effect to such conversion.
Protective Provisions. For so long as any shares
of Series B Preferred Stock are outstanding, the Company may not take any of the following actions without the affirmative vote of the
holders of a majority of the then outstanding shares of the Series B Preferred Stock: (i) alter, waive or change adversely the powers,
preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (ii) authorize, create or
issue any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in the Certificate
of Designation) senior to, or otherwise pari passu with, the Series B Preferred Stock, (iii) increase or decrease the authorized number
of shares of Series B Preferred Stock, or (iv) amend its articles of incorporation or bylaws or file any articles of amendment, certificate
of designation, preferences, limitations and relative rights of any series of preferred stock in any manner that adversely affects any
rights given to the Series B Preferred Stock regardless of whether any such action shall be by means of amendment to its articles of incorporation
or by merger, consolidation or otherwise.
Redemption. The shares of Series B Preferred
Stock are redeemable at the Company’s or the holder’s option at the Stated Value starting on January 22, 2027. The shares
of Series B Preferred Stock are also redeemable at the holder’s option at the Stated Value upon a Trading Failure (as defined in
the Certificate of Designation), subject to certain exceptions.
Transferability. Holders of our Series B Preferred
Stock may not transfer or execute any short sales involving the Series B Preferred Stock or shares of common stock issuable upon conversion
of the Series B Preferred Stock until the earlier of (x) July 22, 2026 and (y) two trading days after the Company consummates a change
of control.
Anti-Takeover Provisions Under The Nevada Revised
Statutes
Business Combinations
Nevada Revised Statutes (“NRS”) sections
78.411 to 78.444 prohibit certain business “combinations” between certain Nevada corporations and any person deemed to be
an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless (i)
the corporation’s Board of Directors approves the combination (or the transaction by which such person becomes an “interested
stockholder”) in advance, or (ii) the combination is approved by the Board of Directors and sixty percent of the corporation’s
voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior
approval, certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder”
is any person who is (x) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting
shares of the corporation, or (y) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition
of the term “combination” is sufficiently broad to cover most significant transactions between the corporation and an “interested
stockholder”. Subject to certain timing requirements set forth in the statutes, a corporation may elect not to be governed by these
statutes. We have not included any such provision in our articles of incorporation. The effect of these statutes may be to potentially
discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our Board of Directors.
Control Shares
Nevada law also seeks to impede “unfriendly”
corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS, commonly referred to as the “Control Share Act”,
that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to
the extent approved by the other stockholders. With certain exceptions, an acquiring person is one who acquires or offers to acquire a
“controlling interest” in the corporation. These statutes provide that a person acquires a “controlling interest”
whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable
that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority
or more, of all of the voting power of the corporation in the election of directors. Control shares include not only shares acquired or
offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person
within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring
person. The NRS control share statutes only apply to issuers that have 200 or more stockholders of record, at least 100 of whom have had
addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date;
and whom do business in Nevada directly or through an affiliated corporation. At this time, we do not believe we have 100 shareholders
of record who have addresses in Nevada and we do not conduct business in Nevada directly or through an affiliated corporation. Therefore,
the provisions of the Control Share Act are believed not to apply to acquisitions of our shares and will not until such time as these
requirements have been met. At such time as they may apply, the provisions of the Control Share Act may discourage companies or persons
interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our
shareholders.
Listing
Our common stock is listed on the Nasdaq Capital Market
under the symbol “CHRN.”
Our Transfer Agent
VStock Transfer, LLC is transfer agent and registrar
for our common stock.
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 8
Exhibit
10.1
CONTRIBUTION
AGREEMENT
THIS
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 1, 2026 (the “Effective Date”),
is entered into by and between ChronoScale Corporation, a Nevada corporation (“CHRN”) and ChronoScale Holdings Corporation,
a Nevada corporation (“Holdings”). The parties to this Agreement are together referred to as “Parties”
and individually as a “Party.”
W
I T N E S S E T H T H A T:
WHEREAS,
as of the Effective Date, CHRN is the sole owner of (i) 1,200 shares of common stock of Applied Digital Cloud Corporation, a Nevada corporation
(“Cloud”), par value $0.001 per share, which constitutes all of the issued and outstanding equity interests of Cloud
(the “Contributed Shares”) and (ii) 1,000 shares of common stock of Holdings, par value $0.001 per share, which constitutes
all of the issued and outstanding equity interests of Holdings;
WHEREAS,
CHRN desires to contribute, assign and transfer to Holdings all of its right, title and interest in the Contributed Shares and Holdings
desires to accept such contribution, assignment and transfer of the Contributed Shares, such that Cloud will become a direct wholly-owned
subsidiary of Holdings (the “Equity Contribution”); and
WHEREAS,
on the Effective Date, CHRN and Holdings are consummating a restructuring merger in accordance with NRS 92A.134, pursuant to which Holdings
will become the direct holding company of CHRN (the “Restructuring Merger”) and the Parties desire that the Equity
Contribution be effective immediately prior to the Restructuring Merger, such that after the completion of the Restructuring Merger,
each of Cloud and CHRN will be direct wholly-owned subsidiaries of Holdings; and
WHEREAS,
immediately after the consummation of the Restructuring Merger on the Effective Date, CHRN will convert from a Nevada corporation to
a Nevada LLC pursuant to Nevada law (the “Restructuring Conversion”).
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Equity
Contribution. Immediately prior to the effectiveness of the Restructuring Merger, and without further notice, action or deed on the
part of any person or entity, CHRN hereby contributes, assigns and transfers to Holdings all of its right, title and interest in the
Contributed Shares and Holdings hereby accepts the contribution, assignment and transfer of the Contributed Shares, such that Cloud becomes
a wholly-owned direct subsidiary of Holdings.
2. Tax
Treatment. The Parties intend that the Equity Contribution, together with the Restructuring Merger and Restructuring Conversion,
be treated, for U.S. federal income tax purposes, as a reorganization described in Section 368(a)(1)(F) of the Internal Revenue Code
of 1986, as amended and the Parties hereto agree to report such transactions in a manner consistent with such treatment on all relevant
tax returns. The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations
Sections 1.368-2(g) and 1.368-3 and Section 354(a)(1) of the Code.
3. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving
effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than those of the State of Nevada.
4. Entire
Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes
all prior agreements and understandings (both written and oral) among the Parties with respect thereto.
5. Further
Assurances. Each Party shall do and perform or cause to be done and performed all such further acts and things and shall execute
and deliver all such other agreements, certificates, assignments, instruments, and documents as the other reasonably may request from
time to time for the purpose of carrying out the intent of this Agreement.
6. Binding
Effect; Assignability. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be
assigned or delegated by either Party without the consent of the other Party, and any attempted or purported assignment or delegation
of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon each Party
and its successors and assigns.
7. Amendments.
This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party
of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.
8. Headings.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning and interpretation
of this Agreement.
9. Third
Party Beneficiaries. Nothing herein is intended or shall be construed to confer upon or give to any person or entity other than the
Parties, any rights, remedies or other benefits under or by reason of this Agreement.
10. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together
constitute one and the same instrument.
[Signature
page follows]
-2-
IN
WITNESS WHEREOF, the Parties have executed this Contribution Agreement as of the date first written above.
CHRN:
CHRONOSCALE CORPORATION
By:
/s/
Jerome Wong
Name:
Jerome
Wong
Title:
Chief
Financial Officer
HOLDINGS:
CHRONOSCALE HOLDINGS CORPORATION
By:
/s/
Jerome Wong
Name:
Jerome
Wong
Title:
Chief Financial Officer
[Signature
Page to Contribution Agreement]
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 9
Exhibit 10.2
ChronoScale
holdings CORPORATION
2026
Omnibus Equity Incentive Plan
1. Establishment and Purpose
1.1 The
purpose of the ChronoScale Holdings Corporation 2026 Omnibus Equity Incentive Plan (as amended, restated or otherwise modified from time
to time, the “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
(as defined herein) 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 Company, by means of the Plan, seeks to retain the services of such eligible persons and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries.
1.2 The
Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Shares, Performance Stock Units, Incentive Bonus Awards, Other Cash-Based Awards and Other Stock-Based Awards.
This Plan shall become effective upon the date set forth in Section 17.1 hereof.
2. Definitions
Wherever
the following capitalized terms are used in the Plan, they shall have the meanings specified below:
2.1 “Affiliate”
means, with respect to a Person, a Person that directly or indirectly Controls, or is Controlled by, or is under common Control with,
such Person, including, without limitation, ChronoScale Intermediate LLC, a direct and wholly owned subsidiary of the Company.
2.2 “Applicable
Law” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction that applies to Awards.
2.3 “Award”
means an award of a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Stock
Unit, Incentive Bonus Award, Other Cash-Based Award and/or Other Stock-Based Award granted under the Plan.
2.4 “Award
Agreement” means either (i) a written or electronic agreement entered into between the Company and a Participant setting forth
the terms and conditions of an Award, including any amendment or modification thereof, or (ii) a written or electronic statement issued
by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The
Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or
other non-paper means for the acceptance thereof and actions thereunder by a Participant. Each Award Agreement shall be subject to the
terms and conditions of the Plan and need not be identical.
2.5 “Board”
means the Board of Directors of the Company.
2.6 “Cause”
means a Participant’s (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 Awardee’s 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 such Participant’s 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 a Participant’s 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 a Participant’s duties to the Company or any of its Affiliates; or (ix) engaging
in any act of discrimination or harassment or any unwelcome sexual advances, requests for sexual favors, and other verbal or physical
conduct of a sexual nature. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into
an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect
to such Participant, “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.
2.7 “Change
in Control” shall be deemed to have occurred if any one of the following events shall occur, in a single transaction or in
a series of related transactions:
(i) Any
Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than
50% of the total number of votes that may be cast for the election of directors of the Company; or
(ii) The
consummation of any (a) merger, consolidation, acquisition, reorganization, statutory share exchange or other business combination in
which either the Company or any of its subsidiaries is a party, (b) sale or other disposition of all or substantially all of the Company’s
assets, in one or a series of related transactions, or (c) a combination of the foregoing transactions (each, a “Transaction”),
other than a Transaction (A) involving only the Company and one or more of its now or hereafter existing subsidiaries, (B) immediately
following which the shareholders of the Company immediately prior to the Transaction continue to hold a majority of the voting power
in the resulting or surviving entity, or (C) following which the Incumbent Directors at the time of the execution of the initial agreement
or other action of the Board providing for such Transaction continue to constitute a majority of the directors of the resulting or surviving
entity; or
-2-
(iii) Within
any twelve (12)-month period beginning on or after the Effective Date, the persons who were directors of the Company immediately before
the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute
at least a majority of the Board (or the board of directors of any successor to the Company); provided that any director who was not
a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the
recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually
or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election
contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision; or
(iv)
The shareholders of the Company approve a plan of complete liquidation or dissolution of the
Company.
Notwithstanding
the foregoing, (i) no event or condition shall constitute a Change in Control to the extent that, if it were, a penalty tax would be
imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in
Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing
the imposition of such penalty tax and (ii) no Change in Control shall be deemed to have occurred, and no rights arising upon a Change
in Control as provided in the Plan or any Award Agreement shall exist, to the extent that the Board so determines by resolution adopted
and not rescinded prior to the Change in Control; provided, however, that no such determination by the Board shall be effective
if it would cause a Participant to be subject to a penalty tax under Section 409A of the Code.
2.8 “Code”
means the Internal Revenue Code of 1986, as amended. For purposes of this Plan, references to sections of the Code shall be deemed to
include references to any applicable regulations thereunder and any successor or similar provision.
2.9 “Committee”
means the committee of the Board delegated with the authority to administer the Plan, or the full Board, as provided in Section 3
of the Plan. With respect to any decision relating to a Reporting Person, the Committee shall consist solely of two or more directors
who are disinterested within the meaning of Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor
provision. The fact that a Committee member shall fail to qualify under any of these requirements shall not invalidate an Award if the
Award is otherwise validly made under the Plan. The Board may at any time appoint additional members to the Committee, remove and replace
members of the Committee with or without cause, and fill vacancies on the Committee however caused.
-3-
2.10 “Common
Stock” means the Company’s Common Stock, par value $0.001 per share.
2.11 “Company”
means ChronoScale Holdings Corporation, a Nevada corporation, and any successor thereto as provided in Section 15.8.
2.12 “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an employee, director or consultant,
is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as
an employee, director or consultant or a change in the entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, that if the entity for which a Participant is rendering services ceases to qualify as an Affiliate
as determined by the Committee, such Participant’s Continuous Service will be considered to have terminated on the date such entity
ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company to a consultant of an Affiliate or
to a director will not constitute an interruption of Continuous Service. Notwithstanding the foregoing, a leave of absence will be treated
as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s (or an Affiliate’s)
leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise
required by Applicable Law or permitted by the Committee. Unless the Committee provides otherwise, or as otherwise required by Applicable
Law, vesting of Awards shall be tolled during any unpaid leave of absence by a Participant.
2.13 “Control”
means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, or the power to appoint
directors of the Company, whether through the ownership of voting securities, by contract or otherwise (the terms “Controlled
by” and “under common Control with” shall have correlative meanings).
2.14 “Date
of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee
may specify to be the effective date of an Award.
2.15 “Disability”
means a Participant being considered “disabled” within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-3(i)(4),
as well as any successor regulation or interpretation.
2.16 “Effective
Date” means the date set forth in Section 17.1 hereof.
2.17 “Eligible
Person” means any Person who is an employee, officer, director, consultant, advisor or other service provider of the Company
or any Subsidiary, or any Person who is determined by the Committee to be a prospective employee, officer, director, consultant, advisor
or other service provider of the Company or any Subsidiary.
2.18 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
-4-
2.19 “Fair
Market Value” of a share of Common Stock shall be, as applied to a specific date (i) the closing price of a share of Common
Stock as of such date on the principal established stock exchange or national market system on which the Common Stock is then traded
(or, if there is no trading in the Common Stock as of such date, the closing price of a share of Common Stock on the most recent date
preceding such date on which trades of the Common Stock were recorded), or (ii) if the shares of Common Stock are not then traded on
an established stock exchange or national market system but are then traded in an over-the-counter market, the average of the closing
bid and asked prices for the shares of Common Stock in such over-the-counter market as of such date (or, if there are no closing bid
and asked prices for the shares of Common Stock as of such date, the average of the closing bid and the asked prices for the shares of
Common Stock on the most recent date preceding such date on which such closing bid and asked prices are available on such over-the-counter
market), or (iii) if the shares of Common Stock are not then listed on a national securities exchange or national market system or traded
in an over-the-counter market, the price of a share of Common Stock as determined by the Committee in a manner consistent with Section
409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation.
2.20 “Incentive
Bonus Award” means an Award granted under Section 12 of the Plan.
2.21 “Incentive
Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section
422 of the Code and the regulations promulgated thereunder.
2.22 “Nonqualified
Stock Option” means a Stock Option granted under Section 6 hereof that by its terms does not qualify, or is not intended
to qualify, as an Incentive Stock Option.
2.23 “Other
Cash-Based Award” means a contractual right granted to an Eligible Person under Section 13 hereof entitling such Eligible
Person to receive a cash payment at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award
Agreement.
2.24 “Other
Stock-Based Award” means a contractual right granted to an Eligible Person under Section 13 representing a notional
unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions as are
set forth in the Plan and the applicable Award Agreement.
2.25 “Outside
Director” means a director of the Board who is not an employee of the Company or a Subsidiary.
2.26 “Participant”
means any Eligible Person who holds an outstanding Award under the Plan.
2.27 “Person”
shall mean, unless otherwise provided, any individual, partnership, firm, trust, corporation, limited liability company or other similar
entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding
or disposing of Common Stock, such partnership, limited partnership, syndicate or group shall be deemed a “Person”.
-5-
2.28 “Performance
Goals” shall mean performance goals established by the Committee as contingencies for the grant, exercise, vesting, distribution,
payment and/or settlement, as applicable, of Awards.
2.29 “Performance
Shares” means a contractual right granted to an Eligible Person under Section 10 hereof representing a notional unit
interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set
forth in the Plan and the applicable Award Agreement.
2.30 “Performance
Stock Unit” means a contractual right granted to an Eligible Person under Section 11 hereof representing a notional
dollar interest as determined by the Committee to be paid and distributed at such times, and subject to such conditions, as are set forth
in the Plan and the applicable Award Agreement.
2.31 “Plan”
has the meaning given to such term in Section 1 hereof.
2.32 “Reporting
Person” means an officer, director or greater than ten (10) percent stockholder of the Company within the meaning of Rule 16a-2
under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.
2.33 “Restricted
Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject
to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.
2.34 “Restricted
Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional
unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as
are set forth in the Plan and the applicable Award Agreement.
2.35 “Securities
Act” means the Securities Act of 1933, as amended.
2.36 “Stock
Appreciation Right” or “SAR” means a contractual right granted to an Eligible Person under Section 7
hereof entitling such Eligible Person to receive a payment, upon the exercise of such right, in such amount and at such time, and subject
to such conditions, as are set forth in the Plan and the applicable Award Agreement.
2.37 “Stock
Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common
Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
2.38 “Subsidiary”
means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company;
provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that
qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.
-6-
3. Administration
3.1 Committee
Members. The Plan shall be administered by the Committee; provided that the entire Board may act in lieu of the Committee on any
matter, subject to Section 16b-3 Award requirements referred to in Section 2.9 of the Plan. If and to the extent permitted by
Applicable Law, the Committee may authorize one or more Reporting Persons (or other officers) to make Awards to Eligible Persons who
are not Reporting Persons (or other officers whom the Committee has specifically authorized to make Awards). Subject to Applicable Law
and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons,
officers, or employees of the Company or its Subsidiaries.
3.2 Committee
Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its
functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority to determine the
Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject
to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable
or payable, the performance criteria, performance goals and other conditions of an Award, the duration of the Award, and all other terms
of the Award. Subject to the terms of the Plan, the Committee shall have authority to amend the terms of an Award in any manner that
is not inconsistent with the Plan (including without limitation to determine, add, cancel, waive, amend or otherwise alter any restrictions,
terms or conditions of any Award, or extend the post-termination exercisability period of any Stock Option and/or Stock Appreciation
Right); provided, no such action shall materially and adversely affect the rights of a Participant with respect to an outstanding Award
without the Participant’s consent (for purposes of the foregoing, any action that causes an Incentive Stock Option to be treated
as a Nonqualified Stock Option shall not be considered to have adversely affected a Participant’s rights). Notwithstanding anything
herein or in any Award Agreement to the contrary, the Committee shall retain the discretion to adjust, up or down, or add, remove
or otherwise modify, waive or suspend, any Performance Goals, either on a formula or discretionary basis or any combination thereof,
with respect to an outstanding Award in any respect without the Participant’s consent. The Committee shall also have authority
to approve forms of Award Agreement, interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations
necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile
any inconsistency in the Plan or any Award Agreement. The Committee may prescribe, amend, and rescind rules and regulations relating
to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among
Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall consider such factors as it
deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations
or advice of any officer or employee of the Company or its Affiliates or such attorneys, consultants, accountants or other advisors as
they may select. All determinations, interpretations, exercises of authority or other actions made by the Committee or Company under
the Plan and any Award Agreement shall be taken or made by the Committee or Company, as applicable, in their sole and absolute discretion,
and shall be final and binding on all persons, including, without limitation, the Company and all Participants.
-7-
3.3 No
Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the
Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the
Plan or any Award or Award Agreement. The Company and its Subsidiaries shall pay or reimburse any member of the Committee, as well as
any other Person who takes action on behalf of the Plan, for all reasonable expenses incurred with respect to the Plan, and to the full
extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable
attorney’s fees) arising out of their good faith performance of duties on behalf of the Company or its Affiliates with respect
to the Plan. The Company and its Subsidiaries may, but shall not be required to, obtain liability insurance for this purpose.
4. Shares Subject to the Plan
4.1 Plan
Share Limitation.
(a) Subject
to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common
Stock which may be issued under all Awards granted to Participants under the Plan shall be 22,500,000 shares. In no event will the aggregate
number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options exceed 22,500,000.
(b) Shares
of Common Stock issued under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury. To
the extent that any Award payable in shares of Common Stock is forfeited, canceled, returned to the Company for failure to satisfy vesting
requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares
of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject
to Awards under the Plan pursuant to such limitations. Awards settled in cash shall not count against the foregoing maximum share limitation.
Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock Option or SAR or in payment with respect to
any other form of Award, but are surrendered in payment or partial payment of the exercise price thereof and/or taxes withheld with respect
to the exercise thereof or the making of such payment, will no longer be counted against the foregoing maximum share limitations and
may again be made subject to Awards under the Plan pursuant to such limitations. This Section 4.1(b) shall be construed and interpreted
in accordance with the requirements of Section 422 of the Code.
4.2 Outside
Director Limitation. Subject to adjustment as provided in Section 4.3, the aggregate Fair Market Value of Awards granted under
the Plan to any Outside Director during any calendar year shall not exceed $750,000 (inclusive of any cash awards to an Outside Director
for such year that are not made pursuant to the Plan); provided that in the case of a new Outside Director, such amount shall be increased
to $1,000,000 for the initial year of the Outside Director’s term; provided, further, that, notwithstanding the foregoing, in the
case of an Outside Director newly elected prior to September 1, 2026, such Outside Director may be granted Awards with respect to up
to 200,000 shares of Common Stock for the initial year of the Outside Director’s term.
-8-
4.3 Adjustments.
If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification,
stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common
Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting
the Common Stock, or any other corporate transaction directly or indirectly affecting the Awards or the Performance Goals or the Company’s
financial performance, condition or results of operations, the Committee shall, in the manner and to the extent that it deems
appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum
numbers and kind of shares provided in Section 4.1 hereof, (ii) the numbers and kind of shares of Common Stock, units, or other rights
subject to then outstanding Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the
performance measures or goals relating to the vesting of an Award, including without limitation, any Performance Goals, and (v) any other
terms of an Award that are affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award. The
Committee shall also make appropriate adjustments in the terms of any Awards to reflect or relate to such changes and to modify any other
terms of outstanding Awards, such as modifying performance goals and changing the length of any performance period without Participant
consent. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable,
be made in a manner consistent with the requirements of Section 424(a) of the Code.
Notwithstanding
the foregoing, to the extent of any conflict between this Section 4.3 and the terms of any Award Agreement, this Section 4.3 shall control,
unless such Award Agreement specifically references that it controls over this Section 4.3.
5. Participation
and Awards
5.1 Designation
of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under
the Plan. The Committee has the authority to determine and designate from time to time those Eligible Persons who are to be granted Awards,
the types of Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the Plan. In selecting
Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Committee shall
consider any and all factors that it deems relevant or appropriate.
5.2 Determination
of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority
under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits
granted in tandem or in the alternative. To the extent deemed appropriate by the Committee, an Award shall be evidenced by an Award Agreement
as described in Section 15.1 hereof.
-9-
6. Stock
Options
6.1 Grant
of Stock Option. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions of Section
6.6 hereof and Section 422 of the Code, each Stock Option shall be designated by the Committee as an Incentive Stock Option or as
a Nonqualified Stock Option.
6.2 Exercise
Price. The exercise price per share of a Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock
on the Date of Grant, subject to adjustments as provided for under Section 4.3.
6.3 Vesting
of Stock Options. The Committee shall prescribe the time or times at which, or the conditions upon which, a Stock Option or portion
thereof shall become vested and/or exercisable in an Award Agreement or as otherwise may be adjusted from time to time, including by
way of adjustment contemplated by this Plan. The requirements for vesting and exercisability of a Stock Option may be based on the Continuous
Service of the Participant for a specified time period (or periods) and/or on the attainment of a specified performance goal (or goals)
established by the Committee. The Committee may accelerate the vesting or exercisability of any Stock Option at any time. The Committee
may allow a Participant to exercise unvested Nonqualified Stock Options, in which case the shares of Common Stock then issued shall be
Restricted Stock having analogous vesting restrictions to the unvested Nonqualified Stock Options.
6.4 Term
of Stock Options. The Committee shall prescribe in an Award Agreement the period during which a vested Stock Option may be exercised,
provided that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. A Stock Option may be earlier terminated
as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Continuous
Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except
as otherwise provided in this Section 6 or in an Award Agreement as such agreement may be amended from time to time upon authorization
of the Committee, no Stock Option may be exercised at any time during the term thereof unless the Participant is then in Continuous Service.
Notwithstanding the foregoing, unless an Award Agreement provides otherwise:
(a) If
a Participant’s Continuous Service terminates by reason of his or her death, any Stock Option held by such Participant may, to
the extent then exercisable, be exercised by such Participant’s estate or any Person who acquires the right to exercise such Stock
Option by bequest or inheritance at any time in accordance with its terms for up to one (1) year after the date of such Participant’s
death (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise
canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by
such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.
(b) If
a Participant’s Continuous Service terminates by reason of his or her Disability, any Stock Option held by such Participant may,
to the extent then exercisable, be exercised by the Participant or his or her personal representative at any time in accordance with
its terms for up to one (1) year after the date of such Participant’s termination of Continuous Service (but in no event after
the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in
accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant shall be
exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.
-10-
(c) If
a Participant’s Continuous Service terminates for any reason other than death, Disability or Cause, any Stock Option held by such
Participant may, to the extent then exercisable, be exercised by the Participant up until ninety (90) days following such termination
of Continuous Service (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock
Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such 90-day period, no portion of the Stock
Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further
force or effect.
(d) To
the extent that a Stock Option of a Participant whose Continuous Service terminates for any reason other than Cause is not exercisable,
such Stock Option shall be deemed forfeited and canceled on the ninetieth (90th) day after such termination of Continuous
Service or at such earlier time as the Committee may determine.
6.5 Stock
Option Exercise. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option may be exercised
in whole or in part at any time during the term thereof by notice in the form required by the Company, and payment of the aggregate exercise
price by certified or bank check, or such other means as the Committee may accept. As set forth in an Award Agreement or otherwise determined
by the Committee, at or after grant, payment in full or in part of the exercise price of an Option may be made: (i) in the form of shares
of Common Stock that have been held by the Participant for such period as the Committee may deem appropriate for accounting purposes
or otherwise, valued at the Fair Market Value of such shares on the date of exercise; (ii) by surrendering to the Company shares of Common
Stock otherwise receivable on exercise of the Option; (iii) by a cashless exercise program implemented by the Committee in connection
with the Plan; (iv) subject to the approval of the Committee, by a full recourse, interest bearing promissory note having such terms
as the Committee may permit and/or (v) by such other method as may be approved by the Committee. Subject to any governing rules or regulations,
as soon as practicable after receipt of written notification of exercise and full payment of the exercise price and satisfaction of any
applicable tax withholding pursuant to Section 16.5, the Company shall deliver to the Participant evidence of book entry shares
of Common Stock or Common Stock certificates in an appropriate amount based upon the number of shares of Common Stock purchased under
the Option. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United
States dollars or shares of Common Stock, as applicable.
6.6 Additional
Rules for Incentive Stock Options.
(a) Eligibility.
An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-1(h)
of the Company or any Subsidiary.
(b) Annual
Limits. No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair Market Value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar
year under the Plan and any other stock option plans of the Company or any Subsidiary would exceed $100,000, determined in accordance
with Section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock Options into account in the order in which
granted.
-11-
(c) Ten
Percent Stockholders. If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant,
at the time of grant, owns stock possessing ten percent (10%) or more of the total combined voting power of all classes of Common Stock
of the Company or any Subsidiary, then (i) the Stock Option exercise price per share shall in no event be less than 110% of the Fair
Market Value of the Common Stock on the date of such grant and (ii) such Stock Option shall not be exercisable after the expiration of
five (5) years following the date such Stock Option is granted.
(d) Termination
of Employment. An Award of an Incentive Stock Option shall provide that such Stock Option may be exercised not later than three (3)
months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one (1) year following
death or a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the
Committee to be necessary to comply with the requirements of Section 422 of the Code.
(e) Disqualifying
Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years following
the Date of Grant or one (1) year following the transfer of such shares to the Participant upon exercise, the Participant shall, immediately
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Company may reasonably require.
7. Stock
Appreciation Rights
7.1 Grant
of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation
Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment
of the right upon a specified date or event.
7.2 Base
Price. The base price of a Stock Appreciation Right shall be determined by the Committee; provided, however, that the base price
for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date
of Grant, subject to adjustments as provided for under Section 4.3.
7.3 Vesting
of Stock Appreciation Rights. The Committee shall prescribe the time or times at which, or the conditions upon which, a Stock Appreciation
Right or portion thereof shall become vested and/or exercisable in an Award Agreement or as otherwise may be adjusted from time to time,
including by way of adjustment contemplated by this Plan. The requirements for vesting and exercisability of a Stock Appreciation Right
may be based on the Continuous Service of a Participant for a specified time period (or periods) or on the attainment of a specified
performance goal (or goals) established by the Committee. The Committee may accelerate the vesting or exercisability of any Stock Appreciation
Right at any time.
-12-
7.4 Term
of Stock Appreciation Rights. The Committee shall prescribe in an Award Agreement the period during which a vested Stock Appreciation
Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant.
A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following
the termination of a Participant’s Continuous Service for any reason, including by reason of voluntary resignation, death, Disability,
termination for Cause or any other reason. Except as otherwise provided in this Section 7 or in an Award Agreement, as such agreement
may be amended from time to time upon authorization of the Committee, no Stock Appreciation Right may be exercised at any time during
the term thereof unless the Participant is then in Continuous Service.
7.5 Payment
of Stock Appreciation Rights. Subject to such terms and conditions as shall be specified in an Award Agreement, a vested Stock Appreciation
Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment
of any exercise price. Upon the exercise of a Stock Appreciation Right and payment of any applicable exercise price, a Participant shall
be entitled to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the
date of exercise of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as
to which such Stock Appreciation Right is exercised. Payment of the amount determined under the immediately preceding sentence may be
made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value
on the date of exercise, in cash, or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements
set forth in Section 16.5. If Stock Appreciation Rights are settled in shares of Common Stock, then as soon as practicable following
the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock or Common Stock certificates
in an appropriate amount.
8. Restricted
Stock Awards
8.1 Grant
of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee
may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The Committee
may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to stockholders
generally or at the times of vesting or other payment of the Restricted Stock Award. If any dividends or distributions are paid in stock
while a Restricted Stock Award is subject to restrictions under Section 8.3 of the Plan, the dividends or other distributions
shares shall be subject to the same restrictions on transferability as the shares of Common Stock to which they were paid unless otherwise
set forth in the Award Agreement. The Committee may also subject the grant of any Restricted Stock Award to the execution of a voting
agreement with the Company or with any Affiliate of the Company.
-13-
8.2 Vesting
Requirements. The restrictions imposed on shares of Common Stock granted under a Restricted Stock Award shall lapse in accordance
with the vesting requirements specified by the Committee in the Award Agreement or as otherwise may be adjusted from time to time, including
by way of adjustment contemplated by this Plan. Upon vesting of a Restricted Stock Award, such Award shall be subject to the tax withholding
requirement set forth in Section 16.5. The requirements for vesting of a Restricted Stock Award may be based on the Continuous
Service of the Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established
by the Committee. The Committee may accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a
Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall
be returned to the Company. In the event that the Participant paid any purchase price with respect to such forfeited shares, unless otherwise
provided by the Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase price and
(ii) the Fair Market Value of such shares on the date of forfeiture.
8.3 Restrictions.
Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until
all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee may require in an Award
Agreement that certificates representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference
to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain
in the physical custody of an escrow holder until all restrictions are removed or have expired.
8.4 Rights
as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant
to whom a Restricted Stock Award is made shall have all rights of a stockholder with respect to the shares granted to the Participant
under the Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made
with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award is granted.
8.5 Section
83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award,
the Participant shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company (directed to
the Secretary thereof) and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee
may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from
making an election with respect to the Award under Section 83(b) of the Code.
9. Restricted
Stock Unit Awards
9.1 Grant
of Restricted Stock Unit Awards. A Restricted Stock Unit Award may be granted to any Eligible Person selected by the Committee. The
value of each stock unit under a Restricted Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable
date or time period of determination, as specified by the Committee. A Restricted Stock Unit Award shall be subject to such restrictions
and conditions as the Committee shall determine. A Restricted Stock Unit Award may be granted together with a dividend equivalent right
with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional
stock units, as determined by the Committee. If any dividend equivalents are paid while a Restricted Stock Unit Award is subject to restrictions
under Section 9 of the Plan, the Committee may provide in the Award Agreement for such dividend equivalents to immediately be
paid to the Participant holding such Restricted Stock Unit Award or pay such dividend equivalents subject to the same restrictions on
transferability as the Restricted Stock Units to which they relate.
-14-
9.2 Vesting
of Restricted Stock Unit Awards. On the Date of Grant, the Committee shall determine any vesting requirements with respect to a Restricted
Stock Unit Award, which shall be set forth in the Award Agreement or as otherwise may be adjusted from time to time, including by way
of adjustment contemplated by this Plan. The requirements for vesting of a Restricted Stock Unit Award may be based on the Continuous
Service of the Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established
by the Committee. The Committee may accelerate the vesting of a Restricted Stock Unit Award at any time. A Restricted Stock Unit Award
may also be granted on a fully vested basis, with a deferred payment date as may be determined by the Committee or elected by the Participant
in accordance with rules established by the Committee and in compliance with Applicable Law including Section 409A of the Code.
9.3 Payment
of Restricted Stock Unit Awards. A Restricted Stock Unit Award shall become payable to a Participant at the time or times determined
by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Restricted
Stock Unit Award may be made, as determined by the Committee, in cash or in shares of Common Stock, or in a combination thereof as described
in the Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Any cash payment of a Restricted
Stock Unit Award shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period
as determined by the Committee. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, any Restricted Stock
Unit, whether settled in Common Stock or cash, shall be paid no later than two-and-a-half (2 ½) months after the later of the
calendar year or fiscal year in which the Restricted Stock Units vest. If Restricted Stock Unit Awards are settled in shares of Common
Stock, then as soon as practicable following the date of settlement, the Company shall deliver to the Participant evidence of book entry
shares of Common Stock or Common Stock certificates in an appropriate amount.
10. Performance
Shares
10.1 Grant
of Performance Shares. Performance Shares may be granted to any Eligible Person selected by the Committee. A Performance Share Award
shall be subject to such restrictions and conditions as the Committee shall specify in a Participant’s Award Agreement or as otherwise
may be adjusted from time to time, including by way of adjustment contemplated by this Plan. A Performance Share Award may be granted
with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be
deemed reinvested in additional stock units, as determined by the Committee. Any shares of Common Stock issued to a Participant under
this Section 10.1 may be subject to any restrictions deemed appropriate by the Committee.
-15-
10.2 Value
of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Date of
Grant. The Committee shall set performance goals that, depending on the extent to which they are met over a specified time period, shall
determine the number of Performance Shares that shall be issued to a Participant.
10.3 Earning
of Performance Shares. After the applicable time period has ended, the number of Performance Shares earned by the Participant over
such time period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved.
This determination shall be made solely by the Committee. The Committee may reduce the number of Performance Shares that may vest upon
achievement of Performance Goals, modify any Performance Goals in a manner the Committee deems appropriate, or waive any performance
or vesting conditions relating to a Performance Share Award.
11. Performance
Stock Units
11.1 Grant
of Performance Stock Units. Performance Stock Units may be granted to any Eligible Person selected by the Committee. A Performance
Stock Unit Award shall be subject to such restrictions and conditions as the Committee shall specify in a Participant’s Award Agreement
or as otherwise may be adjusted from time to time, including by way of adjustment contemplated by this Plan.
11.2 Value
of Performance Stock Units. Each Performance Stock Unit shall have an initial notional value equal to a dollar amount determined
by the Committee. The Committee shall set performance goals that, depending on the extent to which they are met over a specified time
period, will determine the number of Performance Stock Units that shall be settled and paid to the Participant.
11.3 Earning
of Performance Stock Units. After the applicable time period has ended, the number of Performance Stock Units earned by the Participant,
and the amount payable in cash, in shares or in a combination thereof, over such time period shall be determined as a function of the
extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee.
The Committee may reduce the number of Performance Stock Units that may vest upon achievement of Performance Goals, modify any Performance
Goals in a manner the Committee deems appropriate, or waive any performance or vesting conditions relating to a Performance Stock Unit
Award.
11.4 Form
and Timing of Payment of Performance Stock Units. The Committee shall pay at the close of the applicable Performance Period, or as
soon as practicable thereafter, any earned Performance Stock Units in the form of cash or in shares of Common Stock or in a combination
thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in Section
16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Stock Units shall be paid
no later than two-and-a-half (2 ½) months following the later of the calendar year or fiscal year in which such Performance Stock
Units vest. Any shares of Common Stock paid to a Participant under this Section 11.4 may be subject to any restrictions deemed
appropriate by the Committee. If Performance Stock Units are settled in shares of Common Stock, then as soon as practicable following
the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock or Common Stock certificates
in an appropriate amount.
-16-
12. Incentive
Bonus Awards
12.1 Incentive
Bonus Awards. The Committee may grant Incentive Bonus Awards to such Participants as it may designate from time to time. The terms
of a Participant’s Incentive Bonus Award shall be set forth in the Participant’s Award Agreement or as otherwise may be adjusted
from time to time, including by way of adjustment contemplated by this Plan. Each Award Agreement shall specify such general terms and
conditions as the Committee shall determine.
12.2 Incentive
Bonus Award Performance Criteria. The determination of Incentive Bonus Awards for a given year or years may be based upon the attainment
of specified levels of Company or Subsidiary performance as measured by pre-established, objective performance criteria determined by
the Committee. The Committee shall (i) select those Participants who shall be eligible to receive an Incentive Bonus Award, (ii) determine
the performance period, (iii) determine target levels of performance, and (iv) determine the level of Incentive Bonus Award to be paid
to each selected Participant upon the achievement of each performance level. The Committee generally shall make the foregoing determinations
prior to the commencement of services to which an Incentive Bonus Award relates, to the extent applicable, and while the outcome of the
performance goals and targets is uncertain. The Committee shall have the power to adjust, modify, increase, decrease or otherwise change
any of the foregoing determinations from time to time.
12.3 Payment
of Incentive Bonus Awards.
(a)
Incentive Bonus Awards shall be paid in cash or Common Stock, as set forth in a Participant’s Award Agreement. Payments shall be
made following a determination by the Committee that the performance targets were attained and shall be made within two and one-half
months after the later of the end of the fiscal or calendar year in which the Incentive Award is no longer subject to a substantial risk
of forfeiture.
(b)
The amount of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage
of a Participant’s base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.
The Committee may reduce the size of any Incentive Bonus Award that the Participant may vest in upon achievement of Performance Goals,
modify any Performance Goals in a manner the Committee deems appropriate, or waive any performance or vesting conditions relating to
an Incentive Bonus Award.
13. Other Cash-Based Awards and Other Stock-Based Awards
13.1 Other
Cash-Based and Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described
by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and
conditions, as the Committee shall determine and specify in a Participant’s Award Agreement or as otherwise may be adjusted from
time to time, including by way of adjustment contemplated by this Plan. Such Awards may involve the transfer of actual shares of Common
Stock to a Participant, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. In addition, the Committee,
at any time and from time to time, may grant Other Cash-Based Awards to a Participant in such amounts and upon such terms as the Committee
shall determine and specify in a Participant’s Award Agreement or as otherwise may be adjusted from time to time, including by
way of adjustment contemplated by this Plan.
-17-
13.2 Value
of Cash-Based Awards and Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of shares of Common Stock
or units based on shares of Common Stock, as determined by the Committee. Each Other Cash-Based Award shall specify a payment amount
or payment range as determined by the Committee. If the Committee exercises discretion to establish performance goals, the value of Other
Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals are met.
13.3 Payment
of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to Other Cash-Based Awards and Other Stock-Based
Award shall be made in accordance with the terms of the Award, in cash or shares of Common Stock as the Committee determines.
14. Change
in Control
14.1 Effect
of a Change in Control.
(a) The
Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a “Change
in Control” on an Award. Such provisions may include any one or more of the following: (i) the acceleration or extension of time
periods for purposes of exercising, vesting in, or realizing gain from any Award, (ii) the elimination, suspension, adjustment or other
modification of performance or other conditions related to the payment or other rights under an Award, (iii) provision for the cash settlement
of an Award for an equivalent cash value, as determined by the Committee, or (iv) such other modification or adjustment to an Award as
the Committee deems appropriate to maintain and protect the rights and interests of Participants upon or following a Change in Control.
To the extent necessary for compliance with Section 409A of the Code, an Award Agreement shall provide that an Award subject to the requirements
of Section 409A that would otherwise become payable upon a Change in Control shall only become payable to the extent that the requirements
for a “change in control” for purposes of Section 409A have been satisfied.
-18-
(b) Notwithstanding
anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation of any Change
in Control, the Committee may and without the need for the consent of any Participant, take one or more of the following actions contingent
upon the occurrence of that Change in Control: (i) cause any or all outstanding Stock Options and Stock Appreciation Rights held by Participants
affected by the Change in Control to become vested and immediately exercisable, in whole or in part; (ii) cause any or all outstanding
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Stock Units, Incentive Bonus Award and any other Award held
by Participants affected by the Change in Control to become non-forfeitable, in whole or in part; (iii) cancel any Stock Option or Stock
Appreciation Right in exchange for a substitute option in a manner consistent with the requirements of Treasury Regulation §1.424-1(a)
or §1.409A-1(b)(5)(v)(D), as applicable (notwithstanding the fact that the original Stock Option may never have been intended to
satisfy the requirements for treatment as an Incentive Stock Option); (iv) cancel any Restricted Stock, Restricted Stock Units, Performance
Shares or Performance Stock Units held by a Participant in exchange for restricted stock or performance shares of or stock or performance
units in respect of the capital stock of any successor corporation; (v) redeem any Restricted Stock held by a Participant affected by
the Change in Control for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted share
of Common Stock on the date of the Change in Control; (vi) terminate any Award in exchange for an amount of cash and/or property equal
to the amount, if any, that would have been attained upon the exercise of such Award or realization of the Participant’s rights
as of the date of the occurrence of the Change in Control (the “Change in Control Consideration”); provided, however
that if the Change in Control Consideration with respect to any Option or Stock Appreciation Right does not exceed the exercise price
of such Option or Stock Appreciation Right, the Committee may cancel the Option or Stock Appreciation Right without payment of any consideration
therefor; and/or (vii)take any other action necessary or appropriate to carry out the terms of any definitive agreement controlling the
terms and conditions of the Change in Control or that the Committee otherwise deems appropriate, necessary, advisable or convenient in
order to further the intent and purposes of such Change in Control, including, without limitation, cancel any unvested Award without
payment of any consideration therefore. Any such Change in Control Consideration may be subject to any escrow, indemnification and similar
obligations, contingencies and encumbrances applicable in connection with the Change in Control to holders of Common Stock. Without limitation
of the foregoing, if as of the date of the occurrence of the Change in Control the Committee determines that no amount would have been
attained upon the realization of the Participant’s rights, then such Award may be terminated by the Company without payment. The
Committee may cause the Change in Control Consideration to be subject to vesting conditions (whether or not the same as the vesting conditions
applicable to the Award prior to the Change in Control) and/or make such other modifications, adjustments or amendments to outstanding
Awards or this Plan as the Committee deems appropriate, necessary, advisable or convenient. In taking any of the actions permitted under
this Section 14, the Committee will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the
same type, or all portions of Awards, similarly.
(c)
The Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards,
(ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same or similar post-closing
purchase price adjustments, escrow terms, offset rights, holdback terms and similar conditions as the other holders of Common Stock,
and (iii) execute and deliver such documents and instruments as the Committee may reasonably require for the Participant to be bound
by such obligations. The Committee will endeavor to take action under this Section 14 in a manner that does not cause a violation
of Section 409A of the Code with respect to an Award.
-19-
15. General
Provisions
15.1 Award
Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a
written or electronic form approved by the Committee and to the extent applicable, setting forth the number of shares of Common Stock
or units subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will
become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award
of termination of Continuous Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference
or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to
the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options
shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of
an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such
conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in
the Award Agreement.
15.2 Forfeiture
Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights,
payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence
of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall
include, but shall not be limited to, termination of Continuous Service for Cause, violation of Company or Affiliate policies, breach
of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant
that is detrimental to the business or reputation of the Company or Affiliate. The Committee may also specify in an Award Agreement that
the Participant’s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation
regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing
that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality restrictions set forth
in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising any legally protected whistleblower
rights (including under Rule 21 of the Exchange Act). Notwithstanding anything to the contrary contained herein or in any Award Agreement,
any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection
Act and any implementing regulations thereunder, any “clawback” policy adopted by the Company, as in effect from time to
time, or as is otherwise required by Applicable Law.
-20-
15.3 No
Assignment or Transfer; Beneficiaries.
(a) Awards
under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution,
and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee
may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be
entitled to any rights, payments or other benefits specified under an Award following the Participant’s death. During the lifetime
of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian or legal representative.
In the event of a Participant’s death, an Award may, to the extent permitted by the Award Agreement, be exercised by the Participant’s
beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary
designation, by the legatee of such Award under the Participant’s will or by the Participant’s estate in accordance with
the Participant’s will or the laws of descent and distribution, in each case in the same manner and to the same extent that such
Award was exercisable by the Participant on the date of the Participant’s death.
(b) Limited
Transferability Rights. Notwithstanding anything else in this Section 15.3 to the contrary, the Committee may provide
in an Award Agreement that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation Right, Restricted Stock,
Performance Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions as the Committee deems appropriate,
either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by instrument to an inter
vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries,
or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of
the terms of the applicable Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.
15.4 Rights
as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued shares of Common
Stock covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section
4.3 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the
Award Agreement provides for dividend payments or dividend equivalent rights.
15.5 Employment
or Continuous Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person
or Participant any right to continue in Continuous Service, or interfere in any way with the right of the Company or any of its Subsidiaries
to terminate the employment or other service relationship of an Eligible Person or Participant for any reason at any time.
15.6 Fractional
Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends or dividend
equivalents under an Award, the Committee shall have the authority to (i) disregard such fractional share or unit, (ii) round such fractional
share or unit to the nearest lower or higher whole share or unit, or (iii) convert such fractional share or unit into a right to receive
a cash payment.
-21-
15.7 Other
Compensation and Benefit Plans. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall
not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any
other compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation, under any bonus, pension,
profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent specifically provided by the terms
of any such plan.
15.8 Plan
Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s
executor, administrator and permitted transferees and beneficiaries. In addition, all obligations of the Company under this Plan with
respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets
of the Company.
15.9 Foreign
Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with the intent
of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other jurisdictions
with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary from the terms and conditions
that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Moreover, the Board
may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent with the intent of
the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect
for any other purpose.
15.10 No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to
the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such
holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has
no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.
15.11 Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be
deemed completed as of the date of such corporate action, unless otherwise determined by the Committee or the Board, regardless of when
the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.
In the event that the corporate records (e.g., Board or Committee consents, resolutions or minutes) documenting the corporate action
constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in
the Award Agreement as a result of a clerical error in the papering of the Award Agreement, the corporate records will control and the
Participant will have no legally binding right to the incorrect term in the Award Agreement.
-22-
15.12 Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of the Participant’s
services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the
Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant of any Award
to the Participant, the Committee has the right to (i) make a corresponding reduction in the number of shares subject to any portion
of such Award that is scheduled to vest or become payable after the date of such change in time commitment and (ii) in lieu of or in
combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction,
the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
15.13 Substitute
Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards
under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the
business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan
to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution
for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary
from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such
purpose. Any shares of Common Stock subject to these substitute Awards shall not be counted against any of the maximum share limitations
set forth in the Plan; provided, that, these substitute Awards issued in connection with the assumption of, or in substitution for, outstanding
Options that are intended to qualify as Incentive Stock Options shall be counted against the number of shares of Common Stock set forth
in Section 4.1(a) that may be granted as Incentive Stock Options.
16. Legal
Compliance
16.1 Securities
Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements
imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and
by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of
shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such
requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act, as amended, under the requirements of any exchange upon which such
shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may
also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired
only for investment purposes and without any current intention to sell or distribute such shares. All Common Stock issued pursuant to
the terms of this Plan shall constitute “restricted securities,” as that term is defined in Rule 144 promulgated pursuant
to the Securities Act, and may not be transferred except in compliance herewith and with the registration requirements of the Securities
Act or an exemption therefrom. Certificates representing Common Stock acquired pursuant to an Award may bear such legend as the Company
may consider appropriate under the circumstances.
-23-
16.2 Incentive
Arrangement. The Plan is designed to provide an on-going, pecuniary incentive for Participants to produce their best efforts to increase
the value of the Company. The Plan is not intended to provide retirement income or to defer the receipt of payments hereunder to the
termination of a Participant’s employment or beyond. The Plan is thus intended not to be a pension or welfare benefit plan that
is subject to Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be construed accordingly. All interpretations
and determinations hereunder shall be made on a basis consistent with the Plan’s status as not an employee benefit plan subject
to ERISA.
16.3 Unfunded
Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations
hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an
Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant
nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the
Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to
the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.
16.4 Section
409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with the requirements of
Section 409A of the Code or an exemption thereto, and the Plan and all Award Agreements shall be interpreted and applied by the Committee
in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. Notwithstanding
anything in the Plan or an Award Agreement to the contrary, in the event that any provision of the Plan or an Award Agreement is determined
by the Committee, to not comply with the requirements of Section 409A of the Code or an exemption thereto, the Committee shall have the
authority to take such actions and to make such interpretations or changes to the Plan or an Award Agreement as the Committee deems necessary,
regardless of whether such actions, interpretations, or changes shall adversely affect a Participant, subject to the limitations, if
any, of Applicable Law. If an Award is subject to Section 409A of the Code, any payment made to a Participant who is a “specified
employee” of the Company or any Affiliate shall not be made before the date that is six (6) months after the Participant’s
“separation from service” to the extent required to avoid the adverse consequences of Section 409A of the Code. For purposes
of this Section 16.4, the terms “separation from service” and “specified employee” shall have the meanings
set forth in Section 409A of the Code. In no event whatsoever shall the Company or any Affiliate be liable for any additional tax, interest
or penalties that may be imposed on any Participant by Section 409A of the Code or any damages for failing to comply with Section 409A
of the Code.
16.5 Tax
Withholding.
(a) The
Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any Affiliate,
the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding or remittance
exceed the minimum statutory withholding requirements unless permitted by the Company and such additional withholding amount will not
cause adverse accounting consequences and is permitted under Applicable Law.
-24-
(b) Subject
to such terms and conditions as shall be specified in an Award Agreement, a Participant may, in order to fulfill the withholding obligation,
(i) tender previously-acquired shares of Common Stock or have shares of stock withheld from the exercise, provided that the shares have
an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes; and/or (ii) utilize the broker-assisted
exercise procedure described in Section 6.5 to satisfy the withholding requirements related to the exercise of a Stock Option.
(c) Notwithstanding
the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the extent that (i) there
is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant
to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute a violation of the provisions
of any law or regulation, or (iii) such withholding would cause adverse accounting consequences for the Company or any Affiliate.
16.6 No
Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other Person make any commitment or guarantee
that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other Person hereunder.
16.7 Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction,
the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall
remain enforceable in any other jurisdiction.
16.8
Stock Certificates; Book Entry Form. Notwithstanding any provision of the Plan to the contrary,
unless otherwise determined by the Committee or required by any Applicable Law, rule or regulation, any obligation set forth in the Plan
pertaining to the delivery or issuance of stock certificates evidencing shares of Common Stock may be satisfied by having issuance and/or
ownership of such shares recorded on the books and records of the Company (or, as applicable,
its transfer agent or stock plan administrator).
16.9 Governing
Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Texas, without
reference to the principles of conflicts of laws, and to applicable Federal securities laws. This Agreement to arbitrate is entered into
in accordance with the Federal Arbitration Act. Any controversy or claim arising out of or relating to (i) a Participant’s employment
with the Company or a Subsidiary or Affiliate and/or (ii) the Plan, or the breach thereof, shall be settled by arbitration administered
by JAMS in accordance with its Employment Arbitration Rules before a single arbitrator in Dallas, Texas, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. The Company and the Participant 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 Plan, including the applicability of this Section; provided, however, that any party seeking injunctive relief in connection
with a breach or anticipated breach of the Plan will do so in a state or federal court of competent jurisdiction within Dallas, Texas.
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. Each Participant knowingly, voluntarily and expressly waives 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 agrees each arbitration proceeding
shall proceed on an individualized basis.
-25-
16.10 Reduction
of Excess Parachute Payments. Except as may be provided in an employment or severance compensation or other service agreement between
the Company or any Affiliate and the Participant, if, in connection with a Change in Control, a Participant’s payment of any Awards
will cause the Participant to be liable for federal excise tax under Section 4999 of the Code levied on certain “excess parachute
payments” as defined in Section 280G of the Code (“Excise Tax”), then the payments made pursuant to the Awards
shall be reduced (or repaid to the Company, if previously paid or provided) as provided below:
(a) If
the payments due upon a Change in Control under this Plan and any other agreement between a Participant and the Company or any of its
Affiliates, exceed 2.99 times the Participant’s “base amount,” as defined in Section 280G of the Code, a reduced payment
amount shall be calculated by reducing the payments to the minimum extent necessary so that no portion of any payment, as so reduced
or repaid, constitutes an excess parachute payment.
(b) Whether
payments are to be reduced pursuant to this Section 16.10, and to the extent to which they are to be so reduced, will be determined
solely by the Company and the Company will notify the Participant in writing of its determination.
(c) In
no event shall a Participant be entitled to receive any kind of gross-up payment or Excise Tax reimbursement from the Company or any
Affiliates.
17. Effective
Date, Amendment and Termination
17.1 Effective
Date. The effective date of the Plan shall be the date on which the Plan is approved by the requisite percentage of the holders of
the Common Stock of the Company; provided, however, that Awards granted under the Plan subsequent to the approval of the Plan by the
Board shall be valid if such stockholder approval occurs within one (1) year of the date on which such Board approval occurs.
17.2 Amendment;
Termination. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time
and from time to time in such respects as the Board may deem advisable or in the best interests of the Company or any Subsidiary; provided,
however, that (a) except as expressly permitted pursuant to Sections 3.2, 4.3, 10.3, 11.3 12.3, and 14.1,
no such amendment, suspension or termination shall materially and adversely affect the rights of any Participant under any outstanding
Awards, without the consent of such Participant, provided that no modification or amendment of any Incentive Stock Option shall require
a Participant’s consent as a result of such modification or amendment causing such Incentive Stock Option (i) to become a Nonqualified
Stock Option or (ii) to be considered granted as of the date of such modification or amendment pursuant to Section 424 of the Code and
Treasury Regulations Section 1.424-1(e), (b) to the extent necessary and desirable to comply with any Applicable Law, regulation, or
stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required,
and (c) stockholder approval is required for any amendment to the Plan that (i) increases the number of shares of Common Stock available
for issuance under the Plan, or (ii) changes the persons or class of persons eligible to receive Awards. The Plan will continue in effect
until terminated in accordance with this Section 17.2; provided, however, that no Award will be granted hereunder on or
after the 10th anniversary of the date of the Plan’s initial adoption by the Board (the “Expiration Date”);
but provided further, that Awards granted prior to such Expiration Date may extend beyond that date.
INITIAL
BOARD APPROVAL: June 30, 2026
-26-
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 10
Exhibit 10.3
Amendment
TO Chronoscale corporation (f/k/a EKSO BIONICS HOLDINGS, INC.) AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
This
Amendment (the “Amendment”) to the 2014 Equity Incentive Plan (as amended, restated or otherwise modified from time
to time, the “Plan”) is made as of July 1, 2026. All capitalized terms used but not defined in this Amendment shall
have the meanings assigned to such terms in the Plan.
W
I T N E S S E T H:
WHEREAS,
Section 14(a) of the Plan provides that, in the event of a reorganization or other change in the corporate structure of the Company affecting
the Shares, the Board will adjust the number and class of Shares that may be delivered under the Plan in order to prevent diminution
or enlargement of the benefits or potential benefits intended to be made available under the Plan;
WHEREAS,
pursuant to that certain Agreement and Plan of Merger and Reorganization (the “Agreement”), entered into as of
July 1, 2026, by and among ChronoScale Corporation, a Nevada corporation (the “Company”), ChronoScale Holdings Corporation,
a Nevada corporation (“Holdings”) and a direct, wholly owned subsidiary of the Company, and CHRN Merger Sub, Inc.,
a Nevada corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdings, the Company shall become the
wholly owned subsidiary of Holdings, and Holdings shall become the publicly traded company (the “Reorganization”);
WHEREAS,
the Board desires to amend the Plan to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan in connection with the Reorganization.
NOW,
THEREFORE, be it effective as of the date hereof, the Plan is hereby amended as follows:
1. Amendment
to Section 2(l). Section 2(l) of the Plan is hereby amended and restated in its entirety, to read as follows:
“(l)
“Company” means ChronoScale Holdings Corporation, a Nevada corporation, or any successor thereto.”
2. All
references in the Plan and any Award Agreement to the Company shall mean ChronoScale Holdings Corporation.
3. For
avoidance of doubt, from and after consummation of the Reorganization, “Common Stock” for purposes of the Plan shall be shares
of common stock of Holdings, par value $0.001 per share.
4. Except
as set forth herein, the Plan and all Award Agreements shall remain in full force and effect without modification.
GRAPHIC
GRAPHIC
Filename: ex3-4_001.jpg · Sequence: 11
Binary file (551034 bytes)
Download ex3-4_001.jpg
GRAPHIC
GRAPHIC
Filename: ex3-4_002.jpg · Sequence: 12
Binary file (473866 bytes)
Download ex3-4_002.jpg
GRAPHIC
GRAPHIC
Filename: ex3-4_003.jpg · Sequence: 13
Binary file (445867 bytes)
Download ex3-4_003.jpg
GRAPHIC
GRAPHIC
Filename: ex3-4_004.jpg · Sequence: 14
Binary file (519324 bytes)
Download ex3-4_004.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 30
v3.26.1
Cover
Jul. 01, 2026
Cover [Abstract]
Document Type
8-K12B
Amendment Flag
false
Document Period End Date
Jul. 01, 2026
Current Fiscal Year End Date
--12-31
Entity File Number
001-37854
Entity Registrant Name
ChronoScale Corp
Entity Central Index Key
0001549084
Entity Tax Identification Number
99-0367049
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
3811
Turtle Creek Blvd. Suite 2100
Entity Address, City or Town
Dallas
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
75219
City Area Code
214
Local Phone Number
427-1704
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock, par value $0.001 per share
Trading Symbol
CHRN
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
End date of current fiscal year in the format --MM-DD.
+ References
No definition available.
+ Details
Name:
dei_CurrentFiscalYearEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:gMonthDayItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration