Exhibits
Supporting documents and appendices
Overview
The following exhibits are incorporated by reference into this Private Placement Memorandum. Prospective investors should review all exhibits as part of their due diligence process.
Exhibit Index
| Exhibit | Title | Status |
|---|---|---|
| A | Financial Statements | Available |
| B | Form of Subscription Agreement | View Document |
| C | Form of Shareholders Agreement | View Document |
| D | Corporate Documents | Available (4 documents) |
| E | Intellectual Property Documents | Available (2 documents) |
| F | Validation Documents | Available (1 document) |
| G | Prior Financing | Available (2 documents) |
| H | Glossary of Terms | Included below |
For detailed information on specific topics, please refer to the relevant chapters:
- Patent Portfolio & License Agreement → Technology & IP
- DSO Validation Study → Technology & IP and Product Portfolio
- Technical Specifications → Product Portfolio
- DCF Financial Model → DCF Valuation Analysis
- Management Team → Team & Organisation
- Regulatory Pathway → Regulatory Pathway
Exhibit A: Financial Statements
A.1 2024 Financial Statements
Audited financial statements for NuBatt Pte. Ltd. for the financial year 2024.
Contents
| Statement | Period |
|---|---|
| Balance Sheet | As of 31 December 2024 |
| Income Statement | For the financial year ended 31 December 2024 |
| Cash Flow Statement | For the financial year ended 31 December 2024 |
| Notes to Financial Statements | Accompanying notes |
Notes
- NuBatt Pte. Ltd. was incorporated in 2023
- Financial statements prepared in accordance with Singapore Financial Reporting Standards
Exhibit B: Form of Subscription Agreement
The Subscription Agreement governs the investment transaction for the purchase of ordinary shares in NuBatt Pte. Ltd.
View Full Subscription Agreement
Summary of Key Terms
| Term | Description |
|---|---|
| Parties | Investor and NuBatt Pte. Ltd. |
| Investment | Amount subscribed per Schedule 1 |
| Shares | Number of ordinary shares per Schedule 1 |
| Conditions Precedent | KYC/AML, investor representations, board approval |
| Investor Representations | Accredited/Institutional investor status, source of funds, no sanctions |
| Governing Law | Laws of Singapore |
| Dispute Resolution | SIAC Arbitration, Singapore seat |
Exhibit C: Form of Shareholders Agreement
The Shareholders Agreement governs the ongoing relationship between shareholders of NuBatt Pte. Ltd.
View Full Shareholders Agreement
Summary of Key Terms
| Term | Provision |
|---|---|
| Board Composition | Up to 5 Founder Directors, 1 Investor Director (if holding ≥15%), 1 Independent Director |
| Chairman | Founder Director with casting vote |
| Reserved Matters | Specified matters require Founder Majority + Investor Majority approval |
| Information Rights | Quarterly management accounts, annual audited financials |
| Pre-emptive Rights | Pro rata participation in new issues (15 Business Day exercise window) |
| Anti-Dilution | Weighted average protection |
| Transfer Restrictions | 3-year lock-up for Founders, Board approval, ROFR |
| Tag-Along | Triggered on transfers exceeding 50% |
| Drag-Along | Requires 75% shareholder approval |
| Liquidation Preference | 1x non-participating |
| Governing Law | Laws of Singapore |
| Dispute Resolution | SIAC Arbitration, Singapore seat |
Exhibit D: Corporate Documents
D.1 Certificate of Incorporation
ACRA registration confirmation for NuBatt Pte. Ltd.
D.2 Constitution
Company's constitutional document (Singapore equivalent of Articles of Association).
D.3 Incorporation Documents (Signed)
Signed incorporation documents for NuBatt Pte. Ltd.
Document will be uploaded shortly.
D.4 Share Transfer Board Resolution
Board resolution authorising share transfers.
Document will be uploaded shortly.
Exhibit E: Intellectual Property Documents
E.1 NDB License Agreement
Perpetual, irrevocable, worldwide license agreement with NDB Inc. dated May 11, 2024.
E.2 Deed of Assignment (Dr. Nima Golsharifi)
Patent assignment from Dr. Nima Golsharifi to NuBatt Pte. Ltd. for 5 Singapore patent applications, dated 1 May 2025.
E.3 Deed of Assignment (Mohamed Abdelbaset Ahmed)
Patent assignment from Mohamed Abdelbaset Ahmed (co-inventor) to NuBatt Pte. Ltd. for 5 Singapore patent applications, dated 1 May 2025.
Exhibit F: Validation Documents
F.1 DSO Purchase Order
Purchase order for DSO National Laboratories engagement (Contract PO62504138).
Exhibit G: Prior Financing
G.1 Convertible Note Subscription Agreement (Executed)
Subscription Agreement relating to 7% Convertible Notes due 2026, dated 24 February 2026. Execution version between NuBatt Pte. Ltd. (Issuer) and the Subscriber.
Exhibit H: Glossary of Terms
Document Summary
| Exhibit | Document | Status |
|---|---|---|
| A.1 | 2024 Financial Statements | Available |
| D.1 | Certificate of Incorporation | Available |
| D.2 | Constitution | Available |
| D.3 | Incorporation Documents (Signed) | Available |
| D.4 | Share Transfer Board Resolution | Available |
| E.1 | NDB License Agreement | Available |
| E.2 | Deed of Assignment | Available |
| F.1 | DSO Purchase Order | Available |
| G.1 | Convertible Note Agreement (Executed) | Available |
| G.2 | Convertible Note Agreement (Final Clean) | Available |
Notes on Exhibits
Confidentiality: Certain exhibits contain confidential business information. Recipients are reminded of their confidentiality obligations under this Memorandum.
Updates
Exhibits may be updated from time to time. Prospective investors will be notified of material changes.
Completeness
This exhibit section provides summaries of key documents. Complete documents will be made available as part of the due diligence process or at closing.
[End of Exhibits]