Applied Digital (APLD) Proxy Filing summary

Executive summary

• A business combination is planned where Cloud will become a wholly owned subsidiary of Ekso, which will be renamed ChronoScale Corporation, with the transaction expected to close in Q2 2026.

• Contributor will exchange 100% of Cloud's equity for 138,216,820 newly issued shares of Ekso, resulting in Contributor owning about 97% of the combined company before other transactions.

• The transaction is subject to customary closing conditions, including stockholder approval, SEC clearance of proxy or information statements, and a minimum cash balance of $15 million at closing.

• A PIPE investment is planned to be completed concurrently with the closing, which will be dilutive to both legacy Ekso and Cloud shareholders.

• The agreement includes customary representations, warranties, covenants, and non-solicitation provisions for both parties.

Voting matters and shareholder proposals

• Stockholder approval is required for the business combination and related proposals, including the adoption of restated articles, issuance of new shares, and a new equity incentive plan.

• If written consent is not obtained by the deadline, a stockholder meeting will be called to vote on the proposals.

• SEC-cleared information or proxy statements will be mailed to shareholders at least 20 days before closing.

Board of directors and corporate governance

• The post-combination board will have seven directors: four designated by the APLD Investor (including the Chairman), the CEO, and two mutually agreed upon directors.

• Board composition rights for APLD Investors scale down as their ownership decreases, with consent required for changes to board size while they own at least 30%.

• The Investor Rights Agreement grants APLD Investors significant governance, information, and consent rights.