"Accredited Investor" means an accredited investor as defined in Section 4A of the Securities and Futures Act 2001 of Singapore and the Securities and Futures (Classes of Investors) Regulations 2018;

"Affiliate" means, in relation to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with, such person;

"Agreement" means this Subscription Agreement, including all Schedules hereto, as may be amended, supplemented, or modified from time to time in accordance with the terms hereof;

"Anti-Money Laundering Laws" means all applicable laws, regulations, and rules relating to anti-money laundering and countering the financing of terrorism, including without limitation the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and the Terrorism (Suppression of Financing) Act 2002 of Singapore;

"Board" means the board of directors of the Company from time to time;

"Business Day" means a day (other than a Saturday, Sunday, or gazetted public holiday) on which licensed banks are open for general banking business in Singapore;

"Closing" means the completion of the subscription and issuance of the Subscription Shares in accordance with Clause 4;

"Closing Date" means the date on which Closing occurs, being the date falling five (5) Business Days after the date on which all Conditions Precedent have been satisfied or waived (or such other date as the Parties may agree in writing);

"Companies Act" means the Companies Act 1967 of Singapore;

"Conditions Precedent" means the conditions precedent to Closing set out in Clause 3.1;

"Constitution" means the constitution of the Company as amended from time to time;

"Control" means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract, or otherwise, and "Controlling" and "Controlled" shall be construed accordingly;

"Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, or other encumbrance or security interest of any kind, or any agreement, arrangement, or obligation to create any of the foregoing;

"Governmental Authority" means any national, state, municipal, local, or foreign government, any instrumentality, subdivision, court, administrative agency, or commission, or other governmental authority;

"Institutional Investor" means an institutional investor as defined in Section 4A of the Securities and Futures Act 2001 of Singapore and the Securities and Futures (Classes of Investors) Regulations 2018;

"Long Stop Date" means the date falling ninety (90) days after the date of this Agreement (or such later date as the Parties may agree in writing);

"Memorandum" means the Private Placement Memorandum prepared by the Company dated __________________ 2025, as may be amended or supplemented from time to time;

"Ordinary Shares" means ordinary shares in the capital of the Company;

"Party" means a party to this Agreement;

"Sanctions" means any economic or financial sanctions, trade embargoes, export controls, or restrictive measures enacted, administered, or enforced by any Governmental Authority, including without limitation the United Nations Security Council, the United States of America, the European Union, the United Kingdom, or Singapore;

"Securities and Futures Act" or "SFA" means the Securities and Futures Act 2001 of Singapore;

"Shareholders Agreement" means the shareholders agreement to be entered into between the Company, its shareholders, and the Subscriber on or about the Closing Date;

"Subscription Price" means the aggregate subscription price for the Subscription Shares as set out in Schedule 1;

"Subscription Shares" means the number of new Ordinary Shares to be subscribed by the Subscriber and allotted and issued by the Company to the Subscriber as set out in Schedule 1; and

"Tax" or "Taxes" means all forms of taxation, duties, levies, contributions, withholdings, and other charges of whatever nature and wherever imposed by any Governmental Authority, together with all related penalties, charges, and interest.

(a) references to Clauses and Schedules are to clauses of, and schedules to, this Agreement;

(b) references to a "person" include any individual, firm, company, corporation, partnership, limited liability partnership, joint venture, association, organisation, trust, estate, state, or agency of a state (whether or not having separate legal personality);

(c) references to a "company" include any company, corporation, or other body corporate wherever and however incorporated or established;

(d) the headings in this Agreement are inserted for convenience only and shall not affect its construction;

(e) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders;

(f) references to any statutory provision shall include such provision as amended, modified, re-enacted, or replaced from time to time;

(g) references to "writing" or "written" include email;

(h) references to "S$" or "SGD" are to Singapore dollars, the lawful currency of Singapore;

(i) references to "US$" or "USD" are to United States dollars, the lawful currency of the United States of America;

(j) references to times of day are to Singapore time;

(k) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation"; and

(l) the Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement.

(a) The Subscriber shall pay the Subscription Price to the Company in full in immediately available funds by telegraphic transfer to such bank account as shall be notified by the Company to the Subscriber in writing not less than five (5) Business Days prior to the Closing Date.

(b) Payment of the Subscription Price shall be made in the currency specified in Schedule 1.

(c) Time shall be of the essence in relation to the payment of the Subscription Price.

(a) the representations and warranties of the Subscriber contained in Clause 5 being true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date;

(b) the Subscriber having performed and complied with all agreements and obligations required by this Agreement to be performed or complied with by the Subscriber on or prior to the Closing Date;

(c) the Company having received all corporate authorisations necessary for the execution, delivery, and performance of this Agreement and the allotment and issue of the Subscription Shares;

(d) the Company being satisfied (acting reasonably) with the results of its know-your-client and anti-money laundering checks on the Subscriber and the source of the Subscription Price;

(e) no Governmental Authority having enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, decree, executive order, or award that is in effect and has the effect of making the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of such transactions;

(f) the Subscriber having provided to the Company such documentation as the Company may reasonably require to verify the identity of the Subscriber and the source of funds for the Subscription Price; and

(g) such other conditions as may be set out in Schedule 2.

(a) The Conditions Precedent set out in Clauses 3.1(a) to 3.1(d) (inclusive) and 3.1(f) are for the sole benefit of the Company and may only be waived by the Company in its absolute discretion.

(b) The Condition Precedent set out in Clause 3.1(e) may not be waived by any Party.

(c) Any waiver of a Condition Precedent shall be in writing and shall not affect any other Condition Precedent.

(a) If any Condition Precedent has not been satisfied or waived (where capable of waiver) on or before the Long Stop Date, either Party may (without prejudice to any other rights or remedies available to it) terminate this Agreement by giving written notice to the other Party, provided that a Party may not terminate this Agreement pursuant to this Clause 3.3(a) if the failure of any Condition Precedent to be satisfied is attributable to a breach by that Party of any of its obligations under this Agreement.

(b) Upon termination of this Agreement pursuant to Clause 3.3(a), this Agreement shall terminate and cease to have any further force or effect (save for Clauses 1, 8, 9, 10, and 11 which shall survive such termination), and no Party shall have any liability to any other Party under this Agreement, save in respect of any antecedent breach of this Agreement.

(a) payment of the Subscription Price in accordance with Clause 2.2;

(b) a copy of this Agreement duly executed by the Subscriber;

(c) a copy of the Shareholders Agreement duly executed by the Subscriber;

(d) if the Subscriber is a company or other legal entity:

(e) such documentation as the Company may reasonably require to verify the identity of the Subscriber and the source of funds for the Subscription Price; and

(f) such other documents as may be set out in Schedule 3.

(a) allot and issue to the Subscriber (or its nominee) the Subscription Shares, credited as fully paid;

(b) enter (or procure to be entered) the name of the Subscriber (or its nominee) in the register of members of the Company as the holder of the Subscription Shares;

(c) deliver to the Subscriber (or its nominee) a share certificate in respect of the Subscription Shares (or, if the Company maintains its share register in electronic form, such other evidence of the Subscriber's shareholding as is customary);

(d) deliver to the Subscriber a certified copy of the resolution of the Board approving the allotment and issue of the Subscription Shares to the Subscriber; and

(e) deliver to the Subscriber a copy of the Shareholders Agreement duly executed by the Company and the other parties thereto.

(a) Capacity and Authority: The Subscriber has full power, authority, and legal capacity to enter into and perform its obligations under this Agreement and any other documents to be executed by it in connection with this Agreement. If the Subscriber is a company or other legal entity, it is duly incorporated or organised and validly existing under the laws of its jurisdiction of incorporation or organisation.

(b) Authorisation: All necessary corporate or other authorisations, consents, and approvals required for the execution, delivery, and performance by the Subscriber of this Agreement and the transactions contemplated hereby have been obtained or will be obtained prior to Closing.

(c) Binding Obligations: This Agreement constitutes (or will, when executed, constitute) legal, valid, and binding obligations of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) No Conflict: The execution, delivery, and performance of this Agreement by the Subscriber does not and will not:

(e) Accredited Investor or Institutional Investor: The Subscriber is either:

(f) Investment Intent: The Subscriber is acquiring the Subscription Shares for its own account for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution or public offering thereof. The Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the Subscription Shares.

(g) Sophisticated Investor: The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Subscription Shares. The Subscriber is able to bear the economic risk of its investment in the Subscription Shares for an indefinite period of time, has no need for liquidity in such investment, and is able to bear a complete loss of such investment.

(h) Independent Investigation: The Subscriber has been given the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of this Agreement and the acquisition of the Subscription Shares, and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided. The Subscriber has made its own independent investigation and analysis of the Company and the Subscription Shares. In making its investment decision, the Subscriber has relied solely upon its own investigation and analysis and not upon any representations or statements made by or on behalf of the Company, save as expressly set forth in this Agreement.

(i) No Reliance: The Subscriber acknowledges and agrees that:

(j) Risk Acknowledgment: The Subscriber acknowledges and understands that:

(k) Source of Funds: The Subscription Price to be paid by the Subscriber has been derived from legitimate sources and the payment of the Subscription Price and the transactions contemplated by this Agreement will not violate any Anti-Money Laundering Laws or Sanctions.

(l) No Sanctions: Neither the Subscriber nor any of its directors, officers, employees, agents, or Affiliates is:

(m) No Broker: The Subscriber has not engaged any broker, finder, or intermediary in connection with the transactions contemplated by this Agreement who would be entitled to any fee or commission from the Company.

(n) Tax Advice: The Subscriber has obtained or has had the opportunity to obtain independent tax advice with respect to its investment in the Subscription Shares and the transactions contemplated hereby, and acknowledges that the Company has not provided any tax advice to the Subscriber.

(a) the Memorandum is not a prospectus as defined in the SFA and has not been and will not be registered as a prospectus with the Monetary Authority of Singapore;

(b) the offer and sale of the Subscription Shares is being made in reliance on one or more exemptions from the prospectus requirements under the SFA, including without limitation the exemption for offers to Accredited Investors or Institutional Investors under Section 275 of the SFA;

(c) the Subscription Shares may not be offered for sale, nor may they be made the subject of an invitation for subscription or purchase, nor may the Memorandum or any other document or material in connection with the offer or sale of the Subscription Shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than in accordance with the SFA; and

(d) where the Subscription Shares are subscribed for by a relevant person pursuant to Section 275 of the SFA, and the relevant person is:

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six (6) months after that corporation or that trust has acquired the Subscription Shares pursuant to an offer made under Section 275 of the SFA except:

(a) the Company and its directors, officers, employees, agents, and advisers make no representation or warranty as to the accuracy, completeness, or fairness of the information contained in the Memorandum or any other documents or information provided to the Subscriber;

(b) the only representations and warranties made by the Company are those expressly set forth in this Agreement, and the Company disclaims any other representation or warranty, whether express or implied;

(c) none of the Company, its directors, officers, employees, agents, or advisers shall have any liability to the Subscriber or any other person for any loss or damage arising from any information or statement contained in the Memorandum or any other documents or information provided to the Subscriber or any omission therefrom; and

(d) the Subscriber has relied solely on its own investigation and analysis in making its investment decision and has not relied on any representation, warranty, or statement made by or on behalf of the Company except as expressly set forth in this Agreement.

(a) The Subscriber shall, and shall procure that its Affiliates, directors, officers, employees, agents, and advisers shall, keep confidential and not disclose to any person (other than as permitted by this Agreement) the existence and contents of this Agreement and all information relating to the Company, its business, affairs, customers, suppliers, assets, or liabilities (whether written, oral, or in electronic form) disclosed to the Subscriber by or on behalf of the Company, whether before or after the date of this Agreement (the "Confidential Information").

(b) The Subscriber may disclose Confidential Information:

(c) The obligations of confidentiality in this Clause 7.1 shall not apply to information that:

(d) The obligations of confidentiality in this Clause 7.1 shall survive the termination of this Agreement for a period of five (5) years.

(a) The Subscriber acknowledges and agrees that, except as expressly provided in this Agreement, neither the Company nor any of its directors, officers, employees, agents, or advisers shall have any liability to the Subscriber or any other person for any loss, damage, cost, or expense arising from or in connection with:

(b) The aggregate liability of the Company under or in connection with this Agreement shall in no circumstances exceed the Subscription Price actually paid by the Subscriber.

(c) In no event shall the Company be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of profits, loss of revenue, loss of business opportunity, or loss of goodwill), even if advised of the possibility of such damages.

(a) any breach of any representation, warranty, or covenant of the Subscriber contained in this Agreement;

(b) any inaccuracy in or breach of any representation or warranty of the Subscriber; or

(c) any claim by any broker, finder, or intermediary engaged by the Subscriber.

(a) by mutual written agreement of the Parties;

(b) by either Party in accordance with Clause 3.3(a);

(c) by the Company, if the Subscriber fails to pay the Subscription Price in accordance with Clause 2.2 on or before the Closing Date; or

(d) by the Company, if any representation or warranty of the Subscriber is or becomes untrue or inaccurate in any material respect.

(a) the provisions of Clauses 1 (Definitions and Interpretation), 7.1 (Confidentiality), 8 (Limitation of Liability), 9.2 (Effect of Termination), 10 (Governing Law and Dispute Resolution), and 11 (Miscellaneous) shall survive termination; and

(b) termination shall not affect any rights or liabilities that have accrued prior to termination, including any rights or remedies of the Parties in respect of any breach of this Agreement.

(a) Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination (a "Dispute"), shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (the "SIAC Rules"), which rules are deemed to be incorporated by reference in this Clause.

(b) The seat of the arbitration shall be Singapore.

(c) The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC.

(d) The language of the arbitration shall be English.

(e) The award of the arbitral tribunal shall be final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction.

(f) Nothing in this Clause 10.2 shall prevent a Party from seeking interim or conservatory relief from any court of competent jurisdiction.

(a) Any notice or other communication under or in connection with this Agreement shall be in writing and shall be:

to the address or email address of the relevant Party set out below (or to such other address or email address as that Party may notify to the other Party in accordance with this Clause):

To the Company:

NuBatt Pte. Ltd.
16 Raffles Quay, #41-01
Hong Leong Building
Singapore 048581
Email: __________________
Attention: Director

To the Subscriber:

__________________________________
__________________________________
__________________________________
Email: __________________
Attention: __________________

(b) A notice or communication shall be deemed to have been received:

provided that if deemed receipt occurs on a day that is not a Business Day or after 5:00 p.m. on a Business Day, the notice shall be deemed to have been received at 9:00 a.m. on the next Business Day.

(a) This Agreement (together with the documents referred to herein) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to such subject matter.

(b) Each Party acknowledges that it has not relied on any representation, warranty, promise, assurance, or statement of any person (whether party to this Agreement or not) that is not expressly set out in this Agreement.

(c) Nothing in this Clause 11.3 shall exclude or limit any liability for fraud.

(a) No failure or delay by a Party to exercise any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.

(b) No single or partial exercise of any right or remedy shall prevent any further exercise of that or any other right or remedy.

(c) A waiver of any right or remedy under this Agreement shall be effective only if given in writing and shall not be deemed a waiver of any other or subsequent right or remedy.

(a) Except as expressly provided in this Agreement, a person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.

(b) Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.