Slide 1: Letter to Stockholders
LETTER TO STOCKHOLDERS
Slide 2: Vote GOLD to Elect ATG's Four Nominees
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING A LETTER TO EMPERY STOCKHOLDERS ATG CAPITAL VOTE GOLD TO ELECT ATG’S FOUR NOMINEES. September 28, 2026 Dear Fellow Empery Stockholder: Empery Digital Inc.’s (“Empery” or the “Company”) board of directors (the “Board”) has responded to poor returns wit
Slide 3: The Board's low-road campaign cannot erase its record
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING PERFORMANCE & ACCOUNTABILITY The Board’s low-road campaign cannot erase its record This election is not about whether Empery can assemble a list of false accusations against ATG Capital. It is about whether the directors responsible for its performanc
Slide 4: The Court found a breach of fiduciary duty to its stockholders
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING THE COURT’S FINDINGS The Court found a breach of fiduciary duty to its stockholders On August 28, the Delaware Court of Chancery held that the Board’s rejection of ATG Capital’s nomination notice “was inequitable and constituted a breach of the direct
Slide 5: Setting the Record Straight: The Board Cannot Defend Its Record by Rewriting Ours
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING SETTING THE RECORD STRAIGHT Setting the Record Straight: The Board Cannot Defend Its Record by Rewriting Ours The Board wants stockholders to believe this contest was forced upon it by an investor who refused dialogue, rejected a Board seat and is int
Slide 6: The vote elects directors. It does not approve a payment to ATG Capital.
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING THE COST OF THE BOARD’S RESPONSE The vote elects directors. It does not approve a payment to ATG Capital. ATG Capital is bearing its solicitation expenses, and electing our four nominees would neither authorize reimbursement nor give ATG Capital contr
Slide 7: The Board's explanations for its capital allocation decisions do not add up.
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING CAPITAL ALLOCATION & OVERSIGHT The Board’s explanations for its capital allocation decisions do not add up. ISS highlighted that the Company’s March 23 announcement of an offering (the “Offering”) to reduce debt occurred just one week after it had sai
Slide 8: Another strategic pivot demands more scrutiny, not another free pass
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING FOUR INDEPENDENT VOICES Another strategic pivot demands more scrutiny, not another free pass Empery’s pivot into data-center investments will require disciplined capital allocation, careful scrutiny of counterparties and meaningful oversight of execut
Slide 9: Do not give these directors another term to explain away the last one
ATG CAPITAL EMPERY DIGITAL / 2026 ANNUAL MEETING YOUR VOTE CAN DELIVER CHANGE Do not give these directors another term to explain away the last one We believe the case for replacing Ryan Lane, Rohan Chauhan, Ian Read and Orn Olason is clear and compelling. Poor returns are not cured by a new present
Slide 10: Presentation
PRESENTATION
Slide 11: Setting the Record Straight
Setting the Record Straight ATG Cuts Through the Company’s Misdirection ATG Capital Management LP · Beneficial owner of 4,500,000 shares (~16.0%) 2026 Annual Meeting of Stockholders · October 14, 2026 · Record date: September 2, 2026 SEEKING MEANINGFUL BOARD REFRESHMENT OF 4 OF 9 DIRECTORS September
Slide 12: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of ATG Capital Opportunities Fund LP (“ATG Fund”) and the other participants named in their proxy solicitation (collectively, “ATG” or “we”) and are based on publicly available information with respect to Empery Digit
Slide 13: Executive Summary
Executive Summary Empery Digital’s September 17, 2026 investor presentation (the “Company Presentation”) confirms that the Board refuses to accept responsibility for its significant misconduct SECTION ONE — WHAT THE COMPANY PRESENTATION DOES NOT ADDRESS SECTION TWO — WHY THE COMPANY’S CLAIMS DO NOT
Slide 14: What the Company Does Not Contest
What the Company Does Not Contest Read the Company Presentation for what it argues — and then for what it leaves alone. What the Company argues – and what the truth is What the Company does not contest • That ATG’s conduct and credibility disqualify its nominees – a distraction • That the Court held
Slide 15: Empery's False Claims – Setting the Record Straight
Empery’s False Claims – Setting the Record Straight Eight claims from the Company Presentation, and ATG’s response. COMPANY’S FALSE CLAIMS* ATG’S FACTS No offer of Board representation was made before litigation. ATG initiated potential settlement discussions prior to the The Board offered ATG a set
Slide 16: No Settlement Offer Was Ever Made
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 1 No Settlement Offer Was Ever Made Neither party’s definitive proxy statement discloses an offer of Board representation. Why would the Company delay disclosing this “fact”? Because it never happened. COMPANY’S FALSE CLAIM 1* WHAT THE RECORD SHOWS
Slide 17: ATG Engaged. The Board Declined.
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 1 (CONT’D) ATG Engaged. The Board Declined. The Company says ATG “refused to engage with the Company at every turn.” Both parties’ proxy statements show otherwise. THE ENGAGEMENT RECORD — FROM BOTH PARTIES’ DEFINITIVE PROXY STATEMENTS COMPANY’S FAL
Slide 18: The Board Had No Legal Basis to Act
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 2 The Board Had No Legal Basis to Act The Company says the Court’s findings “show why the Board acted.” However, the Court held that these actions breached the Board’s fiduciary duties. WHAT THE COURT HELD COMPANY’S FALSE CLAIM 2* • No duty to disc
Slide 19: What the Board's Own Transcripts Show
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 2 (CONT’D) What the Board’s Own Transcripts Show AI-generated transcripts of Board meetings, produced in the litigation, record Mr. Lane’s real-time explanation of the rejection – to force ATG to litigate, which he did not believe ATG would see thr
Slide 20: What the Discovery Sanction Did Not Change
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 3 What the Discovery Sanction Did Not Change The Company asks stockholders to infer concealment from ATG’s use of deleting messaging apps. The Court said its ruling did not depend on the lost messages. COMPANY’S FALSE CLAIM 3* WHAT THE RECORD SHOWS
Slide 21: The Plan Is Set. The Question Is Who Executes It.
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 4 The Plan Is Set. The Question Is Who Executes It. The Board has already committed the Company to a new strategy. What remains is who stockholders trust to oversee it. COMPANY’S FALSE CLAIM 4* WHAT THE RECORD SHOWS • The Company is committed. By i
Slide 22: ATG Bears Its Own Costs, Unlike the Company
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 5 ATG Bears Its Own Costs, Unlike the Company This litigation was necessary because the Board rejected the Nomination Notice and refused to engage with ATG before or after the rejection letter. ATG is bearing the cost, and cannot be reimbursed with
Slide 23: What the Company's Peer Chart Actually Shows
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 6 What the Company’s Peer Chart Actually Shows The Company says EMPD’s decline “is not unique.” Its own chart closely tells a different story. COMPANY’S FALSE CLAIM 6* — ITS OWN FIGURES (AUG. 7, 2025 – SEPT. 15, 2026) WHAT THE COMPANY’S CHART ACTUA
Slide 24: Ownership Is Not the Same as Alignment
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 7 Ownership Is Not the Same as Alignment ATG believes that Mr. Lane and Empery Asset Management, LP (“EAM”), the hedge fund he founded, are not aligned with other stockholders – they hold interests and potential conflicts that no other stockholder
Slide 25: The Expertise That Matters Stays on the Board
SETTING THE RECORD STRAIGHT · COMPANY’S FALSE CLAIM 8 The Expertise That Matters Stays on the Board The Company says EMPD “would lose integral expertise if ATG’s nominees are elected.” The record tells a different story. WHAT THE RECORD SHOWS COMPANY’S FALSE CLAIM 8* Chairs the Board the Court held
Slide 26: The ATG Nominees: Independent, Experienced, Accountable
The ATG Nominees: Independent, Experienced, Accountable Four independent candidates, none with any role or involvement in the July 2025 private placement. PUBLIC BOARD EXPERIENCE NAV DISCOUNT EXPERIENCE ADVISES BOARDS OF DIRECTORS CORPORATE GOVERNANCE EXPERTISE James C. Elbaor Gabriel “Gabi” D. Glik
Slide 27: ATG's Nominees Will Bring Skillsets the Board Needs
ATG’s Nominees Will Bring Skillsets the Board Needs Represent independent voices that would strengthen the Board SKILLS AND EXPERIENCE MISSING FROM THE BOARD WHAT ATG’S NOMINEES WILL BRING Independence from Mr. Lane and EAM • All four ATG nominees are independent of Mr. Lane, Empery Asset Management
Slide 28: Four Independent Directors, Not a Change of Control
Four Independent Directors, Not a Change of Control Elbaor · Gliksberg · Kirshenbaum · Morris Why four seats is proportionate On independence • Five incumbents remain unopposed, preserving institutional knowledge and • Independence under Nasdaq rules is measured by a director’s relationships with co
Slide 29: How This Contest Came About
How This Contest Came About Selected events, January to September 2026, from the parties’ filings, the Board’s own transcripts and the Court’s opinion. Jan 26 ATG files a Schedule 13D disclosing 5.6%; builds to 12.3% by February 4 Feb 2 Mr. Lane tells the Board the Poison Pill is “necessary in order
Slide 30: Our Request
Our Request Proposal 1 FOR the four ATG nominees Elbaor · Gliksberg · Kirshenbaum · Morris Proposal 1 FOR the five unopposed Company nominees Kim · Homer · Foster · Solgaard · Robertson Proposal 2 AGAINST the 2025 Equity Incentive Plan Dilution and vesting disconnected from performance Proposal 3 FO