Applied Digital Corp 8-K, filed May 5, 2026

Applied Digital Corp. (APLD)

8-K 2026-05-05 For: 2026-05-01

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Added on May 05, 2026

About this 8-K

Applied Digital Corp filed this 8-K on May 5, 2026, reporting on events of May 1, 2026.

Items reported

Item 1.01: Entered into a material agreement
Item 2.01: Completed an acquisition or sale of assets
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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3811 Turtle Creek Boulevard, Suite 2100, Dallas, Texas		75219
(Address of principal executive offices)		(Zip Code)

☐	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		APLD		Nasdaq Global Select Market

	●	commence or approve any dissolution, liquidation or winding up of ChronoScale or any subsidiary, including similar transactions, or merge or consolidate with any person, or sell, lease, transfer or otherwise dispose of all or substantially all of the assets or voting power of ChronoScale or any subsidiary;
	●	make any fundamental change in the nature of ChronoScale’s or any subsidiary’s business or purpose;
	●	relocate ChronoScale’s principal office;
	●	create, authorize, designate, issue or obligate ChronoScale or any subsidiary to issue any securities that are senior to the Common Stock with respect to dividends, liquidation or voting;
	●	amend ChronoScale’s Articles of Incorporation or bylaws, stockholders’ agreement or similar governing or organizational document;
	●	issue any shares of preferred stock;
	●	declare, set aside or pay any dividends or other distributions on any capital stock;
	●	enter into any agreement that restricts the ability of ChronoScale or any subsidiary to comply with the preemptive rights of the APLD Investors in the Investor Rights Agreement;
	●	incur, create, assume or guarantee any indebtedness for borrowed money, subject to certain exceptions;
	●	make or commit to make any acquisition, joint venture, partnership, strategic alliance or formation of any subsidiary, or any investment in, or loans or advances to, any person, subject to certain exceptions;
	●	create, incur, assume or permit to exist any Lien (as defined in the Investor Rights Agreement) on any property or asset now owned or hereafter acquired by ChronoScale or any subsidiary, assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, other than Permitted Liens (as defined in the Investor Rights Agreement);
	●	enter into, amend, waive, supplement or terminate any transaction or agreement with any stockholder, director, officer or employee of ChronoScale or any subsidiary, or any affiliate of the foregoing, subject to certain exceptions;
	●	sell, transfer, assign, exclusively license, pledge, encumber or otherwise dispose of any assets valued individually or collectively in excess of $100 million, subject to certain exceptions;

	●	hire, appoint, terminate or materially change the compensation or duties of the Chief Executive Officer or Chief Financial Officer of ChronoScale;
	●	appoint, remove or change ChronoScale’s independent public accountants (other than to a nationally recognized or regional accounting firm);
	●	prosecute, commence, defend, settle or compromise any litigation, arbitration, administrative or regulatory proceeding, investigation or claim that could reasonably be expected to (i) result in obligations (including fees and expenses) exceeding $1 million, (ii) impose injunctive or other equitable relief materially adverse to ChronoScale or the conduct of the business, or (iii) adversely affect the rights of any APLD Investor;
	●	enter into any agreement that purports to bind any APLD Investor;
	●	make any political or charitable contribution in excess of $1,000 in any instance or $10,000 in the aggregate in any fiscal year, subject to applicable law;
	●	enter into any agreement that restricts the ability of ChronoScale or any subsidiary to conduct any material aspect of its business, to compete in any material respect, or to operate in any geographic area, other than customary restrictions in commercial agreements entered into in the ordinary course of business; and
	●	agree, approve, adopt a plan or policy, or commit, resolve or obligate ChronoScale or any subsidiary to do any of the foregoing.

Exhibit		Description
10.1†		Contribution and Exchange Agreement, dated February 15, 2026, by and among Ekso Bionics Holdings, Inc., APLD ChronoScale HoldCo LLC, APLD Intermediate HoldCo LLC, and Applied Digital Cloud Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).
10.2*†		Securities Purchase Agreement by and between ChronoScale Corporation and Applied Digital Corporation, dated May 1, 2026.
10.3*^†		Management Advisory and Corporate Services Agreement, by and between ChronoScale Corporation and Applied Digital Corporation, dated May 5, 2026.
10.4*†		Investor Rights Agreement, by and between ChronoScale Corporation and APLD ChronoScale HoldCo LLC, dated May 5, 2026.
99.1*		Press Release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.
†	Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
^	Indicates a management contract or compensatory plan.

Dated: May 5, 2026	By:	/s/ Saidal Mohmand
	Name:	Saidal Mohmand
	Title:	Chief Financial Officer

			Page
ARTICLE I		PURCHASE; CLOSING	1

	1.1	Purchase; Use of Proceeds	1
	1.2	Closing	1

ARTICLE II		REPRESENTATIONS AND WARRANTIES	2

	2.1	Representations and Warranties of the Company	2
	2.2	Absence of Changes	8
	2.3	Representations and Warranties of the Purchaser	8

ARTICLE III		COVENANTS	10

	3.1	Nasdaq Listing of Shares	10
	3.2	Reporting Requirements	10

ARTICLE IV		ADDITIONAL AGREEMENTS	10

	4.1	Transfer Restrictions	10
	4.2	Legend	10
	4.3	Indemnification of Purchaser	11
	4.4	Investment Company	12
	4.5	Shareholder Rights Plan	12

ARTICLE V		MISCELLANEOUS	12

	5.1	Expenses	12
	5.2	Amendment; Waiver	12
	5.3	Counterparts; Electronic Transmission	12
	5.4	Governing Law	13
	5.5	Notices	13
	5.6	Entire Agreement	14
	5.7	Assignment	14
	5.8	Interpretation	14
	5.9	Captions	15
	5.10	Severability	15
	5.11	No Third Party Beneficiaries	15
	5.12	Public Announcements	15
	5.13	Specific Performance	15
	5.14	Non-Recourse	15
	5.15	Survival	16
	5.16	Definitions	16

Exhibit A:	Form of Selling Stockholder Questionnaire
Exhibit B:	Form of Accredited Investor Questionnaire

	(a)	If to Purchaser, to the address set forth on the signature page hereto.

	(b)	If to the Company:

	EKSO BIONICS HOLDINGS, INC.

	By:	/s/ Jerome Wong
	Name:	Jerome Wong
	Title:	Chief Financial Officer

	PURCHASER: APPLIED DIGITAL CORPORATION

	By:	/s/ Saidal Mohmand
	Name:	Saidal Mohmand
	Title:	Chief Financial Officer

	Address for Notices:

	c/o Applied Digital Corporation
	3811 Turtle Creek Blvd., Suite 2100 Dallas, TX 75219
	Attention: Saidal Mohmand
	Email: [***]

	With a copy to (which shall not constitute notice):

	Lowenstein Sandler LLP
	1251 Avenue of the Americas
	New York, NY 10020
	Attention: Steven E. Siesser, Esq.
	Email: [***]

Purchaser	Number of Shares	Purchase Price
APPLIED DIGITAL CORPORATION		$	15,749,998.07
TOTAL		$	15,749,998.07

	APPLIED DIGITAL CORPORATION

	By:	/s/ Saidal Mohmand
	Name:	Saidal Mohmand
	Title:	Chief Financial Officer

	CHRONOSCALE CORPORATION

	By:	/s/ Jerome Wong
	Name:	Jerome Wong
	Title:	Chief Financial Officer

			Page

ARTICLE I. INTRODUCTORY MATTERS			1
	Section 1.1	Defined Terms.	1
	Section 1.2	Construction.	5
ARTICLE II. CORPORATE GOVERNANCE MATTERS			5
	Section 2.1	Initial Board Composition.	5
	Section 2.2	Election of Directors.	5
	Section 2.3	Compensation	6
	Section 2.4	Other Rights of APLD Designees.	7
	Section 2.5	Indemnification Agreements.	7
	Section 2.6	Director Independence.	7
	Section 2.7	Actions Requiring APLD Investor Approval.	7
ARTICLE III. INFORMATION RIGHTS			9
	Section 3.1	Books and Records; Access.	9
	Section 3.2	Certain Reports.	9
	Section 3.3	Information Rights.	9
	Section 3.4	Information Sharing.	11
	Section 3.5	APLD Investor Observer Rights.	11
ARTICLE IV. ADDITIONAL COVENANTS			11
	Section 4.1	Pledges or Transfers.	11
	Section 4.2	Spin-Offs or Split-Offs.	12
	Section 4.3	Preemptive Rights.	12
	Section 4.4	Registration Rights.	13
ARTICLE V. GENERAL PROVISIONS			22
	Section 5.1	Termination.	22
	Section 5.2	Notices.	22
	Section 5.3	Amendment; Waiver.	22
	Section 5.4	Further Assurances.	23
	Section 5.5	Assignment; Permitted Transferees.	23
	Section 5.6	Third Parties.	23
	Section 5.7	Governing Law.	24
	Section 5.8	Jurisdiction; Waiver of Jury Trial..	24
	Section 5.9	Specific Performance.	24
	Section 5.10	Entire Agreement.	24
	Section 5.11	Severability.	24
	Section 5.12	Table of Contents, Headings and Captions.	25
	Section 5.13	Grant of Consent.	25
	Section 5.14	Counterparts.	25
	Section 5.15	Effectiveness.	25
	Section 5.16	No Recourse.	25
	Section 5.17	Obligations are Several.	25

	(B)	as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

	(C)	as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

	(D)	to the extent the Company is required by applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

	(E)	upon written request by such APLD Investor, copies of all materials provided to the Board, subject to appropriate protections with respect to confidentiality and preservation of attorney-client privilege;

	ii.	make appropriate officers and/or Directors of the Company available, and cause the officers and directors of its Subsidiaries to be made available, periodically and at such times as reasonably requested by each APLD Investor, upon reasonable notice and at mutually convenient times, for consultation with such APLD Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries; and

	iii.	to the extent that such APLD Investor requests to receive such information and rights, and to the extent consistent with applicable Law or listing standards (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each APLD Investor or its designated representative in advance with respect to any significant corporate actions, and to provide (or cause to be provided) each APLD Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should such APLD Investor elect to do so; provided, however, that this right to consult must be exercised within five days after the Company informs each such APLD Investor of the proposed corporate action; provided, further, that the Company shall be under no obligation to provide each such APLD Investor with any material non-public information with respect to such corporate action.

	(i)	Promptly following the Effective Date but no later than July 2, 2026 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution, substantially in the form and substance, set forth in Part III of each APLD Investor’s Selling Stockholder Questionnaire, the form of which is attached hereto as Annex I; provided, however, that no APLD Investor shall be named as an “underwriter” in such Registration Statement without such APLD Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the APLD Designator; provided, however, that such Registration Statement may include up to 15,389 Warrant Shares (as defined in the Lake Street Warrant) issuable to Lake Street Capital Markets, LLC (“Lake Street”) upon the exercise of that certain Placement Agent Stock Purchase Warrant issued to Lake Street on October 30, 2025 (the “Lake Street Warrant”). Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 4.4(f)(iii) to each APLD Investor prior to its filing or other submission.

	(ii)	The Registration Statement referred to in Section 4.4(a)(i) shall be on Form S-3. In the event that Form S-3 is not available for the registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as the Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC.

	(i)	use commercially reasonable efforts to cause the Registration Statement to become effective and to remain continuously effective until such time as there are no longer Registrable Securities held by the APLD Investors (the “Effectiveness Period”) and advise the APLD Investors promptly in writing when the Effectiveness Period has expired;

	(ii)	prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the related Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

	(iii)	provide via email to the APLD Investors who have supplied the Company with email addresses the Registration Statement and all amendments and supplements thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when so filed with the SEC such comments regarding the APLD Investors and the plan of distribution as the APLD Investors may reasonably and promptly propose no later than two (2) Trading Days after the APLD Investors have been so furnished with copies of such documents as aforesaid;

	(iv)	furnish to any APLD Investor whose Registrable Securities are included in the Registration Statement (i) promptly after the same is prepared and filed with the SEC, if requested by such APLD Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each APLD Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such APLD Investor (it being understood and agreed that such documents, or access thereto, may be provided electronically);

	(v)	use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

	(vi)	prior to any public offering of Registrable Securities, use reasonable best efforts to assist or cooperate with the APLD Investors and the APLD Investors’ counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the APLD Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the public offering or distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 4.4(f), or (iii) file a general consent to service of process in any such jurisdiction;

	(vii)	use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on The Nasdaq Capital Market (or the primary securities exchange, interdealer quotation system or other market on which the Common Stock is then listed);

	(viii)	promptly notify the APLD Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that such notice shall not, without the prior written consent of the APLD Investors, disclose any material non-public information regarding the Company, with the APLD Investors acknowledging that the notice itself may constitute material non-public information), and as promptly as reasonably practicable, prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

	(ix)	otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the APLD Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the APLD Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90^th day after the end of such fourth fiscal quarter);

	(x)	if requested by any APLD Investor, (i) as soon as reasonably practicable, incorporate in a prospectus supplement or post-effective amendment such information as the APLD Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as reasonably practicable, make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as reasonably practicable, supplement or make amendments to the Registration Statement if reasonably requested by a APLD Investor holding any Registrable Securities; and

	(xi)	with a view to making available to the APLD Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit each such APLD Investor to sell shares of Common Stock to the public without registration, the Company covenants and agrees to use its best efforts to: (i) make and keep adequate current public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish electronically to such APLD Investor upon request, as long as such APLD Investor owns any Registrable Securities, (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) unless otherwise available via the SEC’s EDGAR filing system, a copy of or electronic access to the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such APLD Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

	(i)	Each APLD Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Effective Date. Each APLD Investor shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each APLD Investor of the additional information the Company reasonably requires from such APLD Investor if such APLD Investor elects to have any of the Registrable Securities included in the Registration Statement (the “Registration Information Notice”). Each such APLD Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such APLD Investor elects to have any of the Registrable Securities included in the Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of each APLD Investor that (i) such APLD Investor furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) such APLD Investor executes such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent any such APLD Investor elects not to have any of its Registrable Securities included in the Registration Statement.

	(ii)	Each APLD Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such APLD Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement.

	(iii)	Each APLD Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 4.4(c)(ii)or (ii) the happening of an event pursuant to Section 4.4(f)(viii) hereof, such APLD Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until such APLD Investor is advised by the Company that such dispositions may again be made.

	(iv)	Each APLD Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

	(i)	Indemnification by the Company. The Company will indemnify and hold harmless each APLD Investor and its officers, directors, members, managers, partners, trustees and employees, successors and assigns, and each other Person, if any, who controls such APLD Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, trustees and employees of each such controlling Person, against any losses, claims, damages or liabilities, and expenses (including reasonable and documented out-of-pocket attorney fees), joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof or (ii) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration, and will reimburse each APLD Investor, and each such officer, director, member, employee and each such controlling person for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to the Company by an indemnified person in writing specifically for use in the Registration Statement or Prospectus, (ii) the use by such APLD Investor of an outdated or defective Prospectus after the Company has notified such APLD Investor in writing that such Prospectus is outdated or defective or (iii) such APLD Investor’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

	(ii)	Indemnification by the APLD Investors. The APLD Investors agree to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable and documented out-of-pocket attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding any such APLD Investor and furnished in writing by such APLD Investor to the Company specifically for inclusion in the Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any APLD Investor be greater than the dollar amount of the proceeds (net of all expenses paid by such APLD Investor in connection with a claim relating to this Section 4.4(i)(ii) and the amount of any damages such APLD Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such APLD Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

	(iii)	Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the reasonable and documented out-of-pocket fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (C) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for reasonable and documented out-of-pocket fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

	(iv)	Contribution. If for any reason the indemnification provided for in the preceding paragraphs (i) and (ii) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 4.4(i) and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

	COMPANY:

	CHRONOSCALE CORPORATION

	By:	/s/ Jerome Wong
	Name:	Jerome Wong
	Title:	Chief Financial Officer

	INVESTOR:

	APLD CHRONOSCALE HOLDCO LLC

	By:	/s/ Saidal Mohmand
	Name:	Saidal Mohmand
	Title:	Chief Financial Officer