Corporate & Legal Structure

Corporate Information

NuBatt Pte. Ltd.

Item	Details
Legal Name	NuBatt Pte. Ltd.
Entity Type	Singapore Private Limited Company
UEN	202342218N
Date of Incorporation	2023
Jurisdiction	Republic of Singapore
Registered Office	16 Raffles Quay, #41-01, Hong Leong Building, Singapore 048581
Company Status	Active

Entity Characteristics

Characteristic	Description
Legal Capacity	Full capacity to enter contracts, own property, sue and be sued
Limited Liability	Shareholders' liability limited to unpaid share capital
Separate Legal Entity	Distinct from shareholders and directors
Perpetual Succession	Continues irrespective of changes in membership

Corporate Structure

Current Structure

NuBatt Pte. Ltd. is a standalone Singapore private limited company with no subsidiaries.

NuBatt Pte. Ltd. (Singapore)
├── Board of Directors
├── Management Team
└── No subsidiaries

Post-Investment Structure

Shareholder Category	Pre-Investment	Post-Investment
Existing Shareholders	100%	70%
New Investors (This Offering)	—	30%
Total	100%	100%

Item	Details
Authorised Share Capital	As per Constitution
Issued Share Capital	To be confirmed at closing
Par Value	S$1.00 per ordinary share
Share Class	Ordinary shares

Directors and Officers

Board of Directors

Name	Position	Appointment Date
Chee Meng Lim	Director	2023

Director Profile

Chee Meng Lim

Position: Director of NuBatt Pte. Ltd.
Responsibilities: Overall governance and strategic direction
Other directorships: [To be disclosed]

Officers

Position	Name	Responsibilities
Company Secretary	To be appointed	Corporate compliance, statutory filings
Chief Executive Officer	To be confirmed	Day-to-day management
Chief Technology Officer	To be appointed	Technology and product development
Chief Financial Officer	To be appointed	Financial management and reporting

Post-Investment Board Composition

Representation	Seats	Notes
Existing Directors	[TBD]	Subject to negotiation
Investor Representatives	[TBD]	Subject to negotiation
Independent Directors	[TBD]	Subject to negotiation

Board composition following this Offering will be determined during transaction negotiations.

Shareholders

Current Capitalisation

The current capitalisation table will be provided to qualified investors under separate cover.

Post-Investment Capitalisation

Shareholder	Percentage
Existing shareholders	70%
New investors	30%
Total	100%

Shareholder Rights

Right	Description
Voting	One vote per ordinary share
Dividends	Pro rata participation in declared dividends
Liquidation	Pro rata distribution on winding up
Pre-emptive Rights	Subject to Shareholders Agreement
Tag-Along	Subject to Shareholders Agreement
Drag-Along	Subject to Shareholders Agreement

Intellectual Property Ownership Structure

Overview

NuBatt's IP portfolio consists of two distinct components:

Category	Count	Status	Ownership
Owned Patents	6 patent families	Singapore applications	Full ownership by NuBatt
Licensed Patents	3 US patents	USPTO	Licensed from NDB Inc.
Total Portfolio	9 patent families

Patents Owned by NuBatt

The following patents are wholly owned by NuBatt Pte. Ltd., having been assigned from the inventor:

No.	Application No.	Title	Status
1	10202401261U	Liquid Mediator Nuclear Voltaic Semiconductor Pile Device	Filed
2	10202401262Y	Nuclear Voltaic Pile Device with Non-radioactive Capacitor	Filed
3	10202401263R	Xenon Gas Nuclear Voltaic Semiconductor Pile Device	Filed
4	10202401264P	Quantum Spherical Configuration of Nuclear Voltaic Semiconductor Pile	Filed
5	10202401265W	Internal Resonant Electrodes for Enhanced Nuclear Voltaic Cells	Filed
6	10202401266T	Pulse Discharge Electrode for Enhanced Current Delivery in Nuclear Batteries	Filed

Ownership Chain

Nima Golsharifi (Inventor)
        │
        ▼ [Deed of Assignment dated April 25, 2024]
        │
NuBatt Pte. Ltd. (Full Owner)

Assignment Details

Item	Details
Assignor	Nima Golsharifi
Assignee	NuBatt Pte. Ltd.
Date of Assignment	April 25, 2024
Consideration	S$10.00 and other valuable consideration
Scope	Full right, title, and interest
Encumbrances	None
Warranties	Sole inventor, no prior assignments, valid and subsisting

NDB License Agreement Summary

Grant of License

Term	Details
Licensor	NDB Inc. (Delaware, USA)
Licensee	NuBatt Pte. Ltd. (Singapore)
Effective Date	May 11, 2024
Geographic Scope	Worldwide
Duration	Perpetual (for the life of the patents)
Revocability	Irrevocable
Sublicensing	Permitted
Exclusivity	Non-exclusive

Licensed Rights

The license grants NuBatt the right to:

Make

Manufacture products using licensed technology

Use

Utilise licensed technology in operations

Sell

Commercialise products incorporating licensed technology

Offer for Sale

Market and promote licensed products

Import

Bring licensed products into any jurisdiction

Develop

Create derivatives and improvements

Commercialise

Full commercial exploitation rights

Financial Terms

Item	Details
Upfront Payment	None
Royalty Rate	2% of after-tax profit
Royalty Basis	Net profit after taxes attributable to licensed products
Minimum Royalty	None
Payment Frequency	[Per agreement terms]

Key Protective Provisions

The license agreement structure provides significant protection for NuBatt.

Provision	Benefit to NuBatt
Improvements	All improvements owned solely by NuBatt
IP Assignment Restriction	NDB cannot assign licensed IP without NuBatt consent
Right of First Refusal	NuBatt has ROFR if NDB sells licensed IP
Change of Control Protection	License survives change of control at NDB
Patent Prosecution	NDB responsible for maintaining patents
Infringement Defense	NuBatt controls defense of licensed patents

Termination

Scenario	Consequence
By NuBatt	May terminate with 30 days written notice
By NDB	No unilateral termination right
Patent Expiration	License continues until last licensed patent expires
NDB Insolvency	License survives
NDB Change of Control	License survives

Risk Mitigation

The license agreement structure provides significant protection:

Risk	Mitigation
Licensor termination	Irrevocable license—NDB cannot terminate
IP sale by NDB	NuBatt consent required; ROFR applies
NDB financial distress	License survives bankruptcy
Technology lock-in	NuBatt owns all improvements
Cost uncertainty	Fixed 2% royalty; no escalation

Material Contracts

Legal Proceedings

Current Status

NuBatt Pte. Ltd. is not a party to any material legal proceedings.

Category	Status
Pending Litigation	None
Threatened Litigation	None
Arbitration	None
Regulatory Actions	None
IP Disputes	None
Employment Claims	None
Tax Disputes	None

Clean Entity Status

As a recently incorporated entity, NuBatt has:

Factor	Status
Legacy liabilities	None
Historical disputes	None
Pre-incorporation claims	None
Contingent liabilities	None known

Legal Compliance

Area	Status
Corporate filings	Current
Tax compliance	Current
Regulatory compliance	In good standing
Contractual obligations	Current

Governance

Governance Framework

Document	Purpose
Constitution	Company's constitutional document governing internal affairs
Board Resolutions	Record of board decisions
Shareholders Agreement	To be executed with new investors

Board Governance

Practice	Description
Board Meetings	Regular meetings as required by Constitution
Decision Making	Majority voting unless Constitution specifies otherwise
Reserved Matters	Certain matters require shareholder approval
Minutes	Formal record of all meetings

Post-Investment Governance

The following governance matters will be addressed in the Shareholders Agreement:

Matter	To Be Agreed
Board Composition	Number of seats, investor representation
Observer Rights	Investor board meeting observation
Reserved Matters	Decisions requiring investor consent
Information Rights	Financial reporting, budget approval
Anti-Dilution	Protection mechanisms for investors
Pre-emptive Rights	Rights on future issuances
Transfer Restrictions	Limitations on share transfers
Tag-Along/Drag-Along	Co-sale rights and obligations
Founder Vesting	Management equity vesting terms

Proposed Investor Protections

Board Seat

Investor nominee(s) on board

Consent Rights

Approval required for major decisions

Information Rights

Monthly/quarterly financial reporting

Inspection Rights

Access to books and records

Anti-Dilution

Weighted average anti-dilution

Liquidation Preference

1× non-participating preference

NDB Inc. Relationship

Factor	Description
Nature of Relationship	Licensor only
Ownership Connection	None—NDB has no ownership in NuBatt
Management Overlap	None—separate management teams
Operational Independence	Fully independent operations
Transaction Terms	Arms-length license agreement

Important: NuBatt and NDB Inc. are completely separate and independent entities. NDB has no ownership interest in NuBatt and does not control NuBatt's operations.

Founder Relationships

Party	Relationship	Transaction
Nima Golsharifi	Patent assignor, potential management	Patent assignment for S$10 + valuable consideration

The Company will adopt a related party transaction policy requiring:

Requirement	Description
Disclosure	Full disclosure of any related party interests
Board Approval	Independent director approval for related party transactions
Fair Terms	Arms-length terms for all related party dealings
Documentation	Formal documentation of all related party transactions

Insurance

Planned Insurance Coverage

Type	Purpose	Status
Directors & Officers (D&O)	Protect directors and officers from personal liability	To be obtained
General Liability	Third-party bodily injury and property damage	To be obtained
Professional Liability	Errors and omissions in professional services	To be obtained
Nuclear Liability	Coverage for nuclear-related incidents	To be obtained as required
Property Insurance	Facility and equipment coverage	To be obtained
Business Interruption	Coverage for operational disruptions	To be obtained
Cyber Liability	Data breach and cyber incident coverage	To be obtained
Workers' Compensation	Employee injury coverage	To be obtained

Nuclear-Specific Insurance

Specialised insurance coverage is required for nuclear-related operations.

Consideration	Description
Regulatory Requirements	Insurance as required by NEA and nuclear regulations
Third-Party Coverage	Liability for nuclear incidents
Transport Insurance	Coverage for isotope and product transport
Specialised Markets	Nuclear insurance pools and specialty insurers

Insurance Approach

Principle	Implementation
Adequate Coverage	Limits appropriate to risk exposure
Reputable Insurers	A-rated insurance carriers
Regular Review	Annual policy review and adjustment
Compliance	Meet all regulatory insurance requirements

Singapore Legal Framework

Summary

Corporate Highlights

Clean Entity

No legacy liabilities or disputes

Clear IP Ownership

6 owned patents, 3 licensed patents

Strong License

Perpetual, irrevocable, worldwide license

Good Standing

Compliant with Singapore law

Governance Ready

Framework for investor governance

Investment Structure

Element	Details
Investment Vehicle	NuBatt Pte. Ltd.
Jurisdiction	Singapore
Post-Investment Equity	30% to new investors
Governance	Board representation negotiable
Protections	Standard investor protections available

Legal Framework Advantages

Advantage	Benefit
Singapore Jurisdiction	Strong rule of law, efficient courts
Clear Regulatory Framework	Well-defined nuclear and corporate regulations
IP Protection	Strong patent enforcement
Business-Friendly	Efficient corporate administration
International Recognition	Extensive treaty network

[End of Corporate & Legal Structure]

Corporate & Legal Structure

Chee Meng Lim

Make

Use

Sell

Offer for Sale

Import

Develop

Commercialise

Intellectual Property Contracts

Customer Contracts

Planned Contracts

Board Seat

Consent Rights

Information Rights

Inspection Rights

Anti-Dilution

Liquidation Preference

Companies Act

Securities Regulations

Nuclear and Radiation Regulations

Employment Law

Intellectual Property

Tax Framework

Clean Entity

Clear IP Ownership

Strong License

Good Standing

Governance Ready

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